Quarterly report pursuant to Section 13 or 15(d)

6. Stockholders' Equity

6. Stockholders' Equity
3 Months Ended
Jun. 30, 2012
Stockholders Equity  
Note 6. Stockholders' Equity

Registered Direct Offering


On April 22, 2012, the Company entered into agreements with various investors to issue up to: a) 2,360,001 shares of common stock b) 1,000 shares of Series A Preferred Stock; and c) warrants to purchase up to 3,471,112 shares of common stock. The Company also offered up to 1,111,111 shares of common stock issuable upon conversion of the Series A Preferred Stock. The Company received approximately $3,124,000 in gross proceeds from the sale of these securities. Net proceeds after deducting the placement agent commissions, legal expenses and other offering expenses, and assuming no exercise of the warrants, was $2,832,000. The Company retained Rodman & Renshaw, LLC as the exclusive placement agent for this offering, and paid them $218,680 in placement agent commissions. Following the close of the transaction, the investor converted 1,000 shares of the Series A Preferred Stock purchased in the transaction into 1,111,111 shares of common stock.


In connection with the convertible preferred stock, the Company determined the instrument contained a beneficial conversion feature at the date of issuance. This beneficial conversion feature amounted to $1,062,000 and was recorded as a deemed preferred dividend on the condensed consolidated statement of statement of operations for the three months ended June 30, 2012.


The warrants issued with the offering have an initial exercise price of $1.18 per share, are not exercisable for six months from the date of issuance, and have an exercise term of 2.5 years from the date of issuance. Additionally, the common stock purchase warrants contain a net-cash settlement feature which gives the warrant holder the right to net-cash settlement in the event certain transactions occur. Pursuant to the terms of the warrants, if such a transaction occurs the warrant holder will be entitled to a net-cash settlement value calculated using the Black-Scholes valuation model using specific volatility, expected term and risk-free interest rate assumptions, as detailed in the warrants. Accordingly, at April 22, 2012, the Company recorded $2,347,000 related to the Black-Scholes fair value of the warrants as a derivative liability and adjusted the derivative liability to the current fair value of $1,155,000 at June 30, 2012 in the accompanying condensed consolidated balance sheet. The change in fair value amounted to $1,247,000 and was recorded as a gain due to change in fair value of derivative instruments in the accompanying condensed consolidated statement of operations in the three months ended June 30, 2012.


Common Stock Issued to Service Providers


On April 24, 2009, the Company entered into an agreement with Advocos LLC, a contract sales organization that serves as part of the Company’s sales force for the sale of wound care products in the United States. Pursuant to the agreement, the Company agreed to pay the contract sales organization a monthly fee and potential bonuses that will be based on achievement of certain levels of sales. Additionally, the Company agreed to issue the contract sales organization shares of common stock as compensation for its services. The Company has determined that the fair value of the common stock was more readily determinable than the fair value of the services rendered. Accordingly, the Company recorded the fair market value of the stock as compensation expense. During the three months ended June 30, 2012 and 2011, the Company issued 74,647 and 25,000 shares of common stock, respectively, in connection with this agreement.  During the three months ended June 30, 2012 and 2011, the Company recorded $92,000 and $47,000 of stock compensation expense related to this agreement, respectively. The expense was recorded as selling, general and administrative expense in the accompanying condensed consolidated statements of operations.


Anti-dilution Adjustments


Pursuant to anti-dilution provisions contained in the August 13, 2007 private placement and in the placement agent warrant agreement, for various financing transactions and common stock issuances, the Company is required to adjust the exercise price and the number of warrants held by each warrant holder under these agreements.  Over-time, the exercise price for the warrants has been adjusted from the original exercise price of $9.50 to $3.76.  At June 30, 2012 and March 31, 2012, there were 835,935 and 762,876 warrants outstanding that contain this anti-dilution provision, respectively.  During the three months ended June 30, 2012, the Company reduced the exercise price from $4.12 to $3.76 and issued an additional aggregate of 73,059 warrants as a result of the dilutive effect of the April 22, 2012 registered direct offering and due to shares issued to a service provider in a separate transaction. The warrants were classified as derivative liabilities in the June 30, 2012 and March 31, 2012 condensed consolidated balance sheets.