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7. Equity
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6 Months Ended |
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Mar. 31, 2014
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| Equity [Abstract] | |
| Equity |
In September and December 2012 and March 2013, ICG elected to convert five Notes, resulting in the issuance of shares of the Company’s common stock and warrants to acquire additional shares of the Company’s common stock. See Note 5.
For the six months ended March 31, 2014, 28,604 shares of the Company’s common stock were recorded but not yet issued to members of the Board of Directors in exchange for services. See Note 4.
At-The-Market Offering of Common Stock (Chardan Capital Markets LLC )
On January 7, 2014, we entered into an Engagement Agreement (the “Engagement Agreement”) with Chardan Capital Markets LLC (“Chardan”) pursuant to which we agreed to issue and sell up to a maximum aggregate amount of 1,980,000 shares of our common stock from time to time through Chardan as our sales agent, under our shelf Registration Statement on Form S-3 (File No. 333-187397) (the “Registration Statement”) previously filed with the SEC, pursuant to which any shares that are issued under the Engagement Agreement will be sold.
Upon delivery of a placement notice by the Company, and subject to the terms and conditions of the Engagement Agreement, Chardan was authorized to sell our common stock by any method deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including by means of ordinary brokers’ transactions at market prices on the NASDAQ Capital Market, in block transactions, through privately negotiated transactions, or as otherwise agreed by Chardan and us. Chardan agreed to act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of NASDAQ. We have also provided Chardan with customary indemnification rights.
For the quarter ended March 31, 2014, we sold 2,214,612 shares of our common stock under the registration statement, resulting in gross proceeds of $10,000,000, in an at-the-market offering, in which Chardan was our agent. We received net proceeds of $9,696,013. We paid Chardan a total commission of $299,882 pursuant to the Engagement Agreement.
New Shelf Registration Statement
On February 14, 2014, the Company filed a shelf Registration Statement on Form S-3 (File No. 333-193971) (the “New Shelf Registration Statement”) registering up to $50,000,000 in any combination of its common stock, preferred stock, debt securities, warrants, or units, to be offered and sold from time to time in one or more offerings. The New Shelf Registration Statement was subsequently declared effective by the SEC on April 10, 2014.
2014 Omnibus Equity Incentive Plan
On January 7, 2014, our Board of Directors adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our officers, employees, directors, consultants and advisors. The Company has reserved up to 1,800,000 shares of common stock for issuance under the 2014 Plan. Pursuant to Nasdaq Listing Rule 5635(c), the Company intends to seek stockholder approval of the 2014 Plan at our 2014 Annual Meeting of Stockholders.
3-for-1 Forward Stock Split
On January 16, 2014, our Board of Directors approved a 3-for-1 forward stock split with respect to the Company’s common stock. Stockholders received three shares of common stock for every one share of common stock owned on the record date of February 3, 2014. The forward stock split was effective as of the close of trading on February 11, 2014. The additional shares were distributed as of the close of business on February 11, 2014. In connection with the forward stock split, the Company’s authorized shares of common stock also increased from 10,000,000 shares to 30,000,000 shares. All data for common stock, options and warrants have been adjusted to reflect the 3-for-1 forward stock split for all periods presented. In addition, all common stock prices, and per share data for all periods presented have been adjusted to reflect the 3-for-1 forward stock split. |