Annual report pursuant to Section 13 and 15(d)

STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY
 12 Months Ended
Jun. 30, 2013
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY
NOTE 7 - STOCKHOLDERS’ EQUITY
 
At June 30, 2013 the Company had 145,000,000 shares of common stock, par value of $0.001 authorized for issuance.
 
We may issue up to 5,000,000 shares of preferred stock, par value of $0.001 in one or more classes or series within a class pursuant to our Articles of Incorporation. There are currently no shares of preferred stock issued and outstanding.
 
Holders of common stock are entitled to receive dividends, when, as, and if declared by the Board of Directors, out of any assets legally available to the Company. Dividends are declared and paid in an equal per-share amount on the outstanding shares of each series of common stock. To date the Board of Directors has neither declared nor paid common stock dividends to shareholders.
 
Common Stock and Warrants
 
(a)
Private Placement – June and July 2012
 
In June 2012, we initiated a private placement of our common stock and warrants to accredited investors to purchase up to 8 Units, at a price of $500,000 per Unit, with each Unit consisting of 1,207,185 shares of our common stock and 241,437 five (5) year warrants to purchase one share of our common stock at an exercise price of $0.41 per share. The Company issued 2,813,000 shares and 562,551 warrants raising approximately $1,126,000 in net proceeds through June 30, 2012, and in July 2012 of fiscal 2013 the Company issued 1,690,063 shares and 338,013 warrants raising net proceeds of approximately $672,000.
 
(b)
Private Placement– August and October 2012
 
In August 2012, the Company commenced a private placement of its common stock and warrants to accredited investors to purchase up to 8 Units for a purchase price of $250,000 per Unit, with each Unit consisting of 603,594 shares of our common stock and 120,719 five (5) year warrants to purchase one share of common stock at an exercise price of $0.41 per share. In connection with this private placement, on August 31, 2012, we sold an aggregate of 603,594 shares of common stock and issued 120,719 warrants raising net proceeds of approximately $231,000.
 
 
 
In October 2012, the Company continued the private placement of its common stock and warrants to an accredited investor to purchase up to 8 Units for a purchase price of $250,000 per Unit, with each Unit consisting of 603,592 shares of our common stock and 120,718 five (5) year warrants to purchase one share of common stock at an exercise price of $0.41 per share. In connection with this private placement, on October 30, 2012, we sold an aggregate of 241,436 shares of common stock and issued 48,287 warrants raising net proceeds of approximately $77,000. The October private placement closed out the round of financing which began in June 2012.
 
The common stock purchased in the private placements and the common stock issuable upon exercise of warrants have piggyback registration rights. The securities offered and sold in the private placement have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
 
(c)
Option Exercises
 
During the twelve months ended June 30, 2013, in connection with the exercise of options by our former employees, we issued 549,552 shares of our common stock for net proceeds of $22,000. The shares of common stock issued have not been registered under the Securities Act and have been issued pursuant to exemption available under Section 4(a)(2) of the Securities Act.
 
Advisory Agreements
 
Baytree Capital - Related Party. On June 14, 2012, the Company entered into an Advisory Agreement (“Advisory Agreement”) with Baytree Capital, a significant shareholder of the Company, pursuant to which Baytree Capital agreed to provide business and advisory services for 24 months in exchange for 100,000 restricted shares of our newly issued common stock at the commencement of each six (6) month period in return for its services, and a warrant to purchase 1,837,777 restricted shares of our common stock for a period of five (5) years at an exercise price of $0.41 per share (“Advisory Agreement Warrants”). In connection with this agreement, the estimated fair value of the warrants issued in the approximate amount of $3,258,000 was recorded as prepaid advisory fees, which is expected to be amortized on a pro-rata basis over the term of the agreement. During the twelve months ended June 30, 2013 and 2012, we recorded expense of approximately $1,629,000 and $68,000 respectively based on the amortization of the prepaid advisory fees, as of June 30, 2013 the total remaining balance of the prepaid advisory fees was approximately $1,561,000. Baytree Capital agreed to forego issuance of common stock to them for the first six-month period beginning June 14, 2012.
 
In accordance with the Advisory Agreement, on December 14, 2012 which was the beginning of the second six-month period, a liability was recorded based on that day’s stock price for the anticipated issuance of 100,000 shares of common stock. On February 25, 2013 we issued Baytree Capital 100,000 restricted shares of our newly issued common stock as previously accrued, for the second six-month period beginning June 14, 2012. These shares were valued at $0.90 per share, based on the price per share of the Company’s common stock on February 25, 2013, for the total of $90,000 due to Baytree Capital. The Company recorded $90,000 of prepaid advisory fees that were amortized through June 14, 2013, when the next 100,000 common shares were due to be issued to Baytree Capital. The prepaid advisory fees were adjusted for amortization already recognized from the original issuance due date of December 14, 2012.
 
In accordance with the Advisory Agreement, on June 14, 2013 which was the beginning of the third six-month period, a liability was recorded based on that day’s stock price for the anticipated issuance of 100,000 shares of common stock. These shares were valued at $0.60 per share, based on the price per share of the Company’s common stock on June 14, 2013, for the total of $60,000, which is recorded on the Company’s balance sheet and is included in accrued expenses. As of June 30, 2013, $55,000 remains in prepaid expense and $5,000 has been recognized as consulting expense. On July 9, 2013 we issued Baytree Capital 100,000 restricted shares of our newly issued common stock as accrued for as of June 30, 2013, for the third six-month period.
 
Caro Capital, LLC. On April 4, 2013, the Company entered into an Advisory Agreement (“Agreement”) with Caro Capital, LLC (“Caro Capital”), pursuant to which Caro Capital agreed to provide business and advisory services, management consulting, shareholder information and public relations for six (6) months in exchange for 500,000 restricted shares of our newly issued common stock. Upon execution of the Agreement, Caro Capital was issued 100,000 shares of restricted stock per the contract terms, which were valued at $44,000 based on the closing price of our common stock on the issuance date. The contract calls for subsequent issuance of 100,000 shares at 30-day increments to the first tranche. Per the terms of the Agreement, Caro Capital is entitled to the second and third tranche issuance of 100,000 shares of restricted stock each. As of June 30, 2013 the Company has not issued these shares. The second tranche shares were valued at $0.50 per share, based on the price per share of the Company’s common stock on May 4, 2013, when the second tranche shares were due to be issued, for the total of $50,000 and the third tranche shares were valued at $0.32 per share, based on the price per share of the Company’s common stock on June 4, 2013, when the third tranche shares were due to be issued, for the total of $32,000. The combined costs associated with the 200,000 shares to be issued of approximately $82,000 was recorded as consulting expense during the fourth quarter ended June 30, 2013 and is included in accrued expenses as of June 30, 2013 on the Company’s balance sheet. On June 3, 2013, the Company terminated the Agreement with Caro Capital effective July 3, 2013.
 
 
  
Warrant Activity
 
Warrant activity during the twelve months ended June 30, 2013 and related balances outstanding as of that date are reflected below:
 
 
 
Number
 
Weighted
Average
Exercise
Price Per
Share
 
Remaining
Contract
Term (#
years)
 
Shares purchasable under outstanding warrants at June 30, 2012
 
 
2,400,328
 
$
0.41
 
 
 
 
Stock purchase warrants issued
 
 
507,019
 
 
0.41
 
 
 
 
Stock purchase warrants exercised
 
 
—
 
 
—
 
 
 
 
Shares purchasable under outstanding warrants at June 30, 2013
 
 
2,907,347
 
$
0.41
 
 
3.96 - 4.34
 
 
Stock-based Compensation
 
 We adopted the Flux Power Option Plan in June 2012, under which 2,000,000 shares of common stock were reserved for issuance, and all stock options of Flux’s outstanding as of June 14, 2012, whether or not exercised and whether or not vested were substituted by us with 4,536,949 new Company options based on the Share Exchange Ratio. The substituted options continue to have, and are subject to, the substantially the same terms and conditions as before, but are convertible into shares of our common stock, as adjusted given effect to the Share Exchange Ratio. However, we will not be able to grant additional options under the Option Plan.
 
Activity in options during the twelve months ended June 30, 2013 and related balances outstanding as of that date are reflected below:
 
 
 
Number of
Shares
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contract
Term (# years)
 
Outstanding at June 30, 2012
 
 
4,536,949
 
$
0.17
 
 
 
 
Granted
 
 
—
 
 
 
 
 
 
 
Exercised
 
 
(549,552)
 
 
 
 
 
 
 
Forfeited and cancelled
 
 
(1,460,009)
 
 
 
 
 
 
 
Outstanding at June 30, 2013
 
 
2,527,388
 
$
0.15
 
 
5.85
 
Exercisable at June 30, 2013
 
 
1,997,279
 
$
0.20
 
 
6.47
 
 
Stock-based compensation expense recognized in our consolidated statements of operations for the twelve months ended June 30, 2013 and 2012 includes compensation expense for stock-based options and awards granted, based on the grant date fair value. For options and awards granted, expenses are amortized under the straight-line method over the expected vesting period. Stock-based compensation expense recognized in the condensed consolidated statements of operations has been reduced for estimated forfeitures of options that are subject to vesting. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
 
We allocated stock-based compensation expense included in the consolidated statements of operations for employee option grants and non-employee option grants as follows:
 
Years ended June 30,
 
2013
 
2012
 
Research and development
 
$
10,000
 
$
8,000
 
General and administration
 
 
84,000
 
 
37,000
 
Total stock-based compensation expense
 
$
94,000
 
$
45,000
 
 
 
 
  The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of stock options was measured at the grant date using the assumptions (annualized percentages) in the table below:
 
 
 
2013
 
2012
 
Expected volatility
 
 
100%
 
 
100%
 
Risk free interest rate
 
 
0.8% to 3.0%
 
 
0.8% to 3.0%
 
Forfeiture rate
 
 
5%
 
 
5%
 
Dividend yield
 
 
0%
 
 
0%
 
Expected term
 
 
5-10 years
 
 
5-10 years
 
 
The remaining amount of unrecognized stock-based compensation expense at June 30, 2013 is approximately $124,000, which is expected to be recognized over the weighted average period of 5.85 years. 
 
The following table summarizes by price range the number, weighted average exercise price and weighted average life (in years) of options outstanding and the number and weighted average exercise price of exercisable options as of June 30, 2013.
 
Price Range
 
Total Outstanding
 
Total Exercisable
 
 
 
Number
of
Shares
 
Weighted
Average
 
Number
of
Shares
 
Weighted
Average
Exercise
Price
 
 
 
 
 
 
Exercise
Price
 
Life
 
 
 
 
 
 
 
$0.04 – $0.410
 
 
2,527,388
 
$
0.15
 
 
5.85
 
 
1,997,279
 
$
0.20
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
2,527,388
 
$
0.15
 
 
5.85
 
 
1,997,279
 
$
0.20
 
 
The intrinsic value of exercisable options at June 30, 2013 was approximately $96,000.