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(Mark One)
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(X)
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QUARTERLY 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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Florida
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59-2971472
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(State or other jurisdiction of
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I.R.S. Employer Identification No
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incorporation or organization)
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Large accelerated filer __
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Accelerated filer
X
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Non-accelerated filer __ (Do not check if a smaller reporting company)
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Smaller reporting company __
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
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3
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Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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12
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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17
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Item 4. Controls and Procedures
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17
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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17
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Item 1A. Risk Factors
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17
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3. Defaults Upon Senior Securities
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17
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Item 4. Mine Safety Disclosures
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17
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Item 5. Other Information
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18
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Item 6. Exhibits
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18
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SIGNATURES
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20
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EXHIBIT INDEX
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21
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September 30,
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December 31,
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|||||||
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2013
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2012
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|||||||
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CURRENT ASSETS:
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Cash and cash equivalents
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$ | 435,016 | $ | 298,227 | ||||
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Available for sale securities
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22,641,872 | 8,041,904 | ||||||
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Prepaid expenses and other
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691,546 | 977,310 | ||||||
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Total current assets
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23,768,434 | 9,317,441 | ||||||
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PROPERTY AND EQUIPMENT, net
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341,050 | 403,446 | ||||||
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INTANGIBLE ASSETS, net
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8,673,742 | 8,978,101 | ||||||
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OTHER ASSETS, net
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23,021 | 20,866 | ||||||
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Total assets
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$ | 32,806,247 | $ | 18,719,854 | ||||
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CURRENT LIABILITIES:
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Accounts payable
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$ | 1,028,518 | $ | 827,209 | ||||
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Accrued expenses:
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Salaries and wages
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480,700 | 295,194 | ||||||
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Professional fees
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1,072,863 | 902,411 | ||||||
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Other accrued expenses
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319,833 | 42,231 | ||||||
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Deferred rent, current portion
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43,651 | 75,144 | ||||||
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Total current liabilities
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2,945,565 | 2,142,189 | ||||||
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LONG TERM LIABILITIES
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Capital lease, net of current portion
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14,324 | 33,915 | ||||||
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Deferred rent, net of current portion
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0 | 23,763 | ||||||
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Total long term liabilities
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14,324 | 57,678 | ||||||
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Total liabilities
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2,959,889 | 2,199,867 | ||||||
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COMMITMENTS AND CONTINGENCIES
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SHAREHOLDERS' EQUITY:
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Common stock, $.01 par value, 150,000,000 shares authorized, 92,742,113
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and 82,903,609 shares issued and outstanding at September 30, 2013
and December 31, 2012, respectively
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927,421 | 829,036 | ||||||
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Accumulated other comprehensive loss
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(20,083 | ) | (20 | ) | ||||
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Warrants outstanding
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663,101 | 1,081,050 | ||||||
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Additional paid-in capital
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310,427,851 | 276,748,336 | ||||||
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Accumulated deficit
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(282,151,932 | ) | (262,138,415 | ) | ||||
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Total shareholders' equity
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29,846,358 | 16,519,987 | ||||||
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Total liabilities and shareholders' equity
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$ | 32,806,247 | $ | 18,719,854 | ||||
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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|||||||||||||||
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2013
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2012
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2013
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2012
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Engineering services revenue
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
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Cost of sales
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0 | 0 | 0 | 0 | ||||||||||||
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Gross margin
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0 | 0 | 0 | 0 | ||||||||||||
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Research and development expenses
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2,511,772 | 2,130,977 | 7,453,349 | 5,958,813 | ||||||||||||
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Marketing and selling expenses
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436,173 | 417,739 | 1,259,308 | 1,175,812 | ||||||||||||
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General and administrative expenses
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3,495,141 | 2,480,594 | 11,355,330 | 7,050,329 | ||||||||||||
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Total operating expenses
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6,443,086 | 5,029,310 | 20,067,987 | 14,184,954 | ||||||||||||
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Interest and other income
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20,505 | 12,114 | 60,138 | 42,376 | ||||||||||||
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Interest expense
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(1,650 | ) | (2,460 | ) | (5,668 | ) | (5,658 | ) | ||||||||
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Total interest and other income and interest expense
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18,855 | 9,654 | 54,470 | 36,718 | ||||||||||||
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Net loss
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(6,424,231 | ) | (5,019,656 | ) | (20,013,517 | ) | (14,148,236 | ) | ||||||||
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Other comprehensive income (loss) , net of tax:
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Unrealized gain (loss) on available for sale securities
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9,147 | 26,319 | (20,063 | ) | 36,737 | |||||||||||
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Other comprehensive income (loss), net of tax
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9,147 | 26,319 | (20,063 | ) | 36,737 | |||||||||||
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Comprehensive loss
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$ | (6,415,084 | ) | $ | (4,993,337 | ) | $ | (20,033,580 | ) | $ | (14,111,499 | ) | ||||
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Basic and diluted net loss per common share
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$ | (0.07 | ) | $ | (0.06 | ) | $ | (0.23 | ) | $ | (0.19 | ) | ||||
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2013
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2012
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2013
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2012
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (6,424,231 | ) | $ | (5,019,656 | ) | $ | (20,013,517 | ) | $ | (14,148,236 | ) | ||||
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Adjustments to reconcile net loss to net cash used in
operating activities:
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Depreciation and amortization
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311,898 | 303,845 | 930,061 | 919,533 | ||||||||||||
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Share-based compensation
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1,012,331 | 941,267 | 5,053,848 | 2,384,865 | ||||||||||||
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(Gain) loss on disposal of assets
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0 | (274 | ) | 126 | 621 | |||||||||||
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Realized loss (gain) on available for sale securities
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9,147 | (1,035 | ) | 358 | 1,116 | |||||||||||
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Changes in operating assets and liabilities:
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Prepaid expenses and other assets
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224,032 | 122,922 | 283,609 | 245,652 | ||||||||||||
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Accounts payable and accrued expenses
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966,442 | 748,392 | 832,149 | 785,984 | ||||||||||||
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Deferred rent
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(17,965 | ) | (19,392 | ) | (55,256 | ) | (55,656 | ) | ||||||||
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Total adjustments
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2,505,885 | 2,095,725 | 7,044,895 | 4,282,115 | ||||||||||||
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Net cash used in operating activities
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(3,918,346 | ) | (2,923,931 | ) | (12,968,622 | ) | (9,866,121 | ) | ||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of investments available for sale
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(12,929,648 | ) | (9,011,078 | ) | (27,060,389 | ) | (16,783,986 | ) | ||||||||
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Proceeds from sale of investments
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3,620,000 | 2,965,000 | 12,440,000 | 9,130,000 | ||||||||||||
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Payments for patent costs and other intangible assets
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(182,975 | ) | (301,434 | ) | (493,116 | ) | (839,335 | ) | ||||||||
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Purchases of property and equipment
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(22,338 | ) | (19,304 | ) | (70,316 | ) | (120,493 | ) | ||||||||
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Net cash used in investing activities
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(9,514,961 | ) | (6,366,816 | ) | (15,183,821 | ) | (8,613,814 | ) | ||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Net proceeds from issuance of common stock in public and
private offerings |
13,019,547 | 9,237,303 | 27,327,975 | 17,555,674 | ||||||||||||
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Net proceeds from exercise of options and warrants
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530,159 | 468,124 | 978,128 | 1,380,715 | ||||||||||||
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Principal payments on capital lease obligation
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(5,835 | ) | (5,025 | ) | (16,871 | ) | (21,515 | ) | ||||||||
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Net cash provided by financing activities
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13,543,871 | 9,700,402 | 28,289,232 | 18,914,874 | ||||||||||||
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NET INCREASE IN CASH AND CASH EQUIVALENTS
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110,564 | 409,655 | 136,789 | 434,939 | ||||||||||||
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CASH AND CASH EQUIVALENTS, beginning of period
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324,452 | 238,722 | 298,227 | 213,438 | ||||||||||||
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CASH AND CASH EQUIVALENTS, end of period
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$ | 435,016 | $ | 648,377 | $ | 435,016 | $ | 648,377 | ||||||||
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September 30, 2013
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Gross Carrying Amount
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Accumulated Amortization
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Net Book Value
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Patents and copyrights
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$ | 18,784,107 | $ | 10,119,413 | $ | 8,664,694 | ||||||
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Prepaid licensing fees
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574,000 | 564,952 | 9,048 | |||||||||
| $ | 19,358,107 | $ | 10,684,365 | $ | 8,673,742 | |||||||
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December 31, 2012
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Gross Carrying Amount
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Accumulated Amortization
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Net Book Value
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Patents and copyrights
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$ | 18,290,991 | $ | 9,329,438 | $ | 8,961,553 | ||||||
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Prepaid licensing fees
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574,000 | 557,452 | 16,548 | |||||||||
| $ | 18,864,991 | $ | 9,886,890 | $ | 8,978,101 | |||||||
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Three months ended
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Nine months ended
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September 30,
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September 30,
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|||||||||||||||
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2013
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2012
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2013
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2012
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Research and development expense
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$ | 334,937 | $ | 267,397 | $ | 1,039,778 | $ | 429,057 | ||||||||
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Sales and marketing expense
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70,783 | 78,642 | 214,640 | 116,528 | ||||||||||||
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General and administrative expense
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606,611 | 595,228 | 3,799,430 | 1,839,280 | ||||||||||||
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Total share-based expense
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$ | 1,012,331 | $ | 941,267 | $ | 5,053,848 | $ | 2,384,865 | ||||||||
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Fair Value Measurements
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Total
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Quoted Prices in Active Markets (Level 1)
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Significant
Other Observable Inputs (Level 2)
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Significant Unobservable Inputs
(Level 3)
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September 30, 2013:
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Cash and cash equivalents:
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Money market funds
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$ | 125,168 | $ | 125,168 | $ | 0 | $ | 0 | ||||||||
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Available for sale securities:
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Municipal bond mutual funds
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$ | 22,641,872 | $ | 22,641,872 | $ | 0 | $ | 0 | ||||||||
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Total
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$ | 22,767,040 | $ | 22,767,040 | $ | 0 | $ | 0 | ||||||||
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Fair Value Measurements
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||||||||||||||||
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Total
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Quoted Prices in Active Markets (Level 1)
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Significant
Other Observable Inputs (Level 2)
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Significant Unobservable Inputs
(Level 3)
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December 31, 2012:
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Available for sale securities:
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Municipal bond mutual funds
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$ | 8,041,904 | $ | 8,041,904 | $ | 0 | $ | 0 | ||||||||
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1.1
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Underwriting Agreement, dated March 21, 2013, between Registrant and Ladenburg Thalmann & Co. Inc. (incorporated by reference from Exhibit 1.1 of Current Report on Form 8-K filed March 21, 2013)
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3.1
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Articles of Incorporation, as amended (incorporated by reference from Exhibit 3.1 of Registration Statement No. 33-70588-A)
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3.2
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Amendment to Amended Articles of Incorporation dated March 6, 2000 (incorporated by reference from Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31, 1999)
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3.3
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Bylaws, as amended (incorporated by reference from Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31, 1998)
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3.4
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Amendment to Certificate of Incorporation, dated July 17, 2000 (incorporated by reference from Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
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3.5
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Certificate of Designations of the Preferences, Limitations, and Relative Rights of Series E Preferred Stock, dated November 21, 2005 (incorporated by reference from Exhibit 4.02 of Form 8-K filed November 21, 2005)
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3.6
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Amended and Restated Bylaws (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed August 14, 2007)
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3.7
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Articles of Amendment to Articles of Incorporation, dated October 3, 2012 (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed October 4, 2012)
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3.8
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Articles of Amendment to Articles of Incorporation, dated July 11, 2013 (incorporated by reference from Exhibit 3.1 of Current Report on Form 8-K filed July 12, 2013)
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10.1
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Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed August 2, 2013)
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10.2
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List of Investors (incorporated by reference from Exhibit 10.2 of Current Report on Form 8-K filed August 2, 2013)
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10.3
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Form of Registration Rights Agreement (incorporated by reference from Exhibit A to Exhibit 10.1 of Current Report on Form 8-K filed August 2, 2013)
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10.4
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ParkerVision, Inc. Performance Bonus Plan (incorporated by reference from Exhibit 10.1 of Current Report on Form 8-K filed July 12, 2013)
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31.1
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Section 302 Certification of Jeffrey L. Parker, CEO*
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31.2
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Section 302 Certification of Cynthia Poehlman, CFO*
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32.1
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Section 906 Certification*
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99.1
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Earnings Press Release*
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101.INS
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XBRL Instance Document*
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101.SCH
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XBRL Taxonomy Extension Schema*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase*
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ParkerVision, Inc.
Registrant
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November 12, 2013
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By:
/s/Jeffrey L. Parker
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Jeffrey L. Parker
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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November 12, 2013
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By:
/s/Cynthia L. Poehlman
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Cynthia L. Poehlman
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Chief Financial Officer
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(Principal Financial Officer and Principal
Accounting Officer) |
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31.1
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Section 302 Certification of Jeffrey L. Parker, CEO
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31.2
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Section 302 Certification of Cynthia Poehlman, CFO
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32.1
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Section 906 Certification
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99.1
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Earnings Press Release
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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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 |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|