Note 9: Stockholder's Equity
|12 Months Ended|
Sep. 30, 2013
|Note 9: Stockholder's Equity||
Issuances of Common Stock
December 2011 Equity Issuance
On December 12, 2011, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with each of Isaac Capital Group LLC (ICG), which is a related party, John Kocmur (Kocmur), Kingston Diversified Holdings LLC (Kingston), Augustus Gardini, L.P. (Augustus) and Lausanne LLC (Lausanne and collectively with ICG, Kocmur, Kingston and Augustus, the Purchasers) pursuant to which the Companys issued and sold an aggregate of 1,612,899 shares (the Shares) of the Companys common stock for an aggregate purchase price equal to $2.0 million. Each of ICG, Kocmur and Kingston (the Lead Purchasers) invested $500,000 and were issued 403,225 shares of the Companys Common Stock, and each of Augustus and Lausanne invested $250,000 and were issued 201,612 shares of the Companys Common Stock.
Pursuant to the Purchase Agreement:
March 2012 Equity Issuance
In March 2012, the Company issued 45,180 shares of its common stock in exchange for a cash payment of $150,000.
June 2012 Equity Issuance
In June 2012, the Company issued 36,364 shares of its common stock in exchange for a cash payment of $200,000.
August 2013 Equity Issuance
On August 22, 2013, the Company agreed to issue 15,773 shares of common stock to a software developer in exchange for professional services valued at an aggregate of $50,000. The per share valuation associated with the issuance was $3.17, which was equal to the closing price of our common stock as reported on the NASDAQ Capital Market on the date of the transaction. Pursuant to applicable NASDAQ Listing Rules, the share issuance is subject to stockholder approval of our new 2013 Omnibus Equity Incentive Plan, which the Company intends to seek at our 2014 Annual Meeting of Stockholders.
September 2013 Equity Issuance
On September 9, 2013, we issued 200,000 shares to Novalk Apps S.A.S. in exchange for certain customer relationship manager, or CRM, software assets acquired pursuant to an Asset Purchase Agreement dated as of the same date. Such assets were valued at an aggregate of $994,000. The per share purchase price for such shares was $4.97, which was equal to the closing price of our common stock as reported on the NASDAQ Capital Market on the date of the transaction.
On September 30, 2013, we issued 44,233 shares of common stock to John Kocmur, a member of our Board of Directors, in exchange for a cash payment of $152,160. The per share purchase price for such shares was $3.44, which was equal to the closing price of our common stock as reported on the NASDAQ Capital Market on the date of the transaction.
In September and December 2012 and March 2013, ICG elected to convert five Notes, resulting in the issuance of shares of the Companys common stock and warrants to acquire additional shares of the Companys common stock. See Note 10.
Form S-3 Shelf Registration Statement
On March 20, 2013, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (the SEC). On May 6, 2013, the Company filed an amendment to such Registration Statement on Form S-3 (as amended, the Shelf Registration Statement). Pursuant to the Shelf Registration Statement, which became effective May 16, 2013, the Company may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, debt securities, warrants, or units having a maximum aggregate offering price of $10,000,000. The Company intends to use the net proceeds from any sale of securities covered by the Shelf Registration Statement and the prospectus contained therein for general corporate purposes.
Increase in Shares Under Amended and Restated 2003 Stock Plan
At the Companys 2012 Annual Meeting of Stockholders, our stockholders approved a proposal to increase the number of shares of the Companys common stock available for issuance under the Companys Amended and Restated 2003 Stock Plan from 140,000 to 340,000 shares.
Series E Convertible Preferred Stock
During the year ended September 30, 2002, pursuant to an existing tender offer, holders of 13,184 shares of the Companys common stock exchanged said shares for 131,840 shares of Series E Convertible Preferred Stock, at the then $0.85 market value of the common stock. The shares carry a $0.30 per share liquidation preference and accrue dividends at the rate of 5% per annum on the liquidation preference per share, payable quarterly from legally available funds. If such funds are not available, dividends shall continue to accumulate until they can be paid from legally available funds. Holders of the preferred shares are entitled, after two years from issuance, to convert them into common shares on a hundred-to-one basis together with payment of $0.45 per converted share.
During each of the years ended September 30, 2013 and 2012, the Company accrued dividends of $1,918, payable to holders of Series E preferred stock. No dividends were paid in 2013 or 2012.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Reference 1: http://www.xbrl.org/2003/role/presentationRef