Quarterly report pursuant to Section 13 or 15(d)

Equity

v2.4.0.8
Equity
 3 Months Ended
Mar. 31, 2014
Equity [Abstract]  
Equity
Note 12 - Equity
 
The holders of common shares are entitled to one vote per share at meetings of the Company. Holders of Series A convertible preferred shares are entitled to five votes per share at meetings of the Company.
 
At March 31, 2014 and December 31, 2013, the Company has an undeclared dividend due to Series A Convertible Preferred shareholders in the amount of $15,793.
 
On June 12, 2013 the Company, in a private placement to ChubeWorkx, issued 512,820 common shares for $1,600,000.
 
On August 8, 2013, the Company filed a registration statement with the Security and Exchange Commission seeking authority to begin trading the Company’s common shares on the NASDAQ Stock Exchange (“NASDAQ”).
 
On November 6, 2013, the Company approved a 156-to-1 reverse stock split of the Company’s common shares to raise the price per share to $10.11 as calculated using the November 6, 2013 closing AIM London Stock Exchange (“LSE”) market price of £0.0405 or $0.0648 per share to facilitate the initial public offering on NASDAQ. All shares and per share amounts in the consolidated financial statements have been adjusted to give retroactive effect to the 156-1 reverse stock split.
 
On November 15, 2013, Mr. Thomas Knox executed the conversion of 10,000,000 shares of Series A convertible preferred stock to 320,512 shares of common stock (50,000,000 pre-split shares) and entered into a promissory note of $500,000 as a basis to provide the required onetime payment due upon conversion as set forth in the subscription agreement dated September 14, 2012. The promissory note requires payment of the principal in full prior to maturity date of November 15, 2014 (the “Maturity Date”) with interest on the unpaid principal balance at the rate of the thirty day average LIBOR per annum commencing on November 15, 2013. The interest is to be paid in one lump sum on or before December 31 of each calendar year. The 320,512 shares of common stock will be held by the Company as collateral until all amounts owing under this note are paid.   In the event that Mr. Knox does not pay in full all amounts due and owing under the note within 15 business days of the Maturity Date the Company has the right to cancel the 320,512 shares of common stock; provided however, the Company provides Mr. Knox no less than thirty (30) day written notice prior to cancelling the common stock. Mr. Knox shall have no less than sixty (60) days from the date the notice is received to pay all amount due and owing under the note.
 
On December 3, 2013, the note receivable received for the conversion of the Series A convertible preferred stock was cancelled in exchange of 58,515 shares of common stock at the AIM:LSE market closing price of £5.2250 using the exchange rate of $1.6355 or $8.5455 per share. The Company has recorded the receipt of the 58,515 shares as a reduction of the issued and outstanding common stock, as the shares were retired upon receipt.
 
On December 23 2013, the Company issued 114,072 common shares in a private placement offering. The transaction was recorded at the value of the net proceeds. The proceeds were recorded in Other Receivables at December 31, 2013. The cash proceeds from the sale were received on January 2, 2014. The expenses related to this private placement are detailed below:
 
 
 
$
 
$
 
Gross Proceeds:
 
 
 
800,732
 
Broker Commission
 
40,037
 
 
 
Legal Fees
 
15,672
 
 
 
Total Expenses
 
 
 
55,708
 
Net Proceeds:
 
 
 
745,024
 
 
On January 23, 2014, the Company issued 2,727,000 common shares in an initial public offering on the NASDAQ stock exchange. The transaction was recorded at the value of the net proceeds. The expenses related to this public offering are as follows:
 
 
 
$
 
$
 
Gross Proceeds:
 
 
 
14,998,500
 
Underwriter/Aegis Expenses
 
 
 
 
 
Underwriter Commission
 
1,049,895
 
 
 
Underwriter Expenses
 
149,985
 
 
 
Aegis Legal Fees
 
80,000
 
 
 
Aegis Registration Expenses
 
7,500
 
 
 
Aegis Miscellaneous Expenses
 
36,675
 
 
 
Aegis Road Show Expenses
 
20,000
 
 
 
Total
 
 
 
1,344,055
 
Akers Biosciences Expenses
 
 
 
 
 
Legal & Accounting Expenses
 
393,298
 
 
 
Printing & Document Prep
 
62,101
 
 
 
Registration Expenses
 
55,946
 
 
 
Road Show Expenses
 
41,764
 
 
 
Total
 
 
 
553,109
 
Net Procceds:
 
 
 
13,101,336
 
 
As of March 31, 2014 and December 31, 2013 the Company has reserved shares of its common stock for 1,989 warrants.