Quarterly report pursuant to Section 13 or 15(d)

Derivative Liability

Derivative Liability
6 Months Ended
Jun. 30, 2015
Derivative Liability [Abstract]  
Derivative Liability

Note 11 – Derivative Liability

On June 12, 2015 we granted warrants to purchase 959,924 units of the Company’s common stock through a private offering in conjunction with a equity raise. Each Unit included one share of common stock, par value $0.0001 per share ("Common Stock"), and a three-year warrant (a "Warrant") to purchase one share of Common Stock at an initial exercise price per share equal to $0.75, subject to adjustment for certain corporate transactions such as a merger, stock-split or stock dividend. Each unit includes limited registration rights for the investors for the shares of common stock and the shares of common stock that would be issued upon the exercise of a Warrant ("Underlying Shares") when and if we register our shares of Common Stock in a different offering, subject to certain excluded registered offerings. The Company has also issued to the placement agent warrants to purchase our shares of Common Stock equal to 10% of the total shares sold in the offering or 95,992 shares.


Because these warrants have full reset adjustments that would preclude the instrument from being considered as index to the Company’s stock, it is subject to derivative liability treatment under ASC 815-40-15, which requires as of the date the warrants are issued, the derivative liability to be measured at fair value and re-evaluated at the end of each reporting period.


Key assumptions used to determine the fair value of the warrants follows:


    At Issuance     June 30,
Market value of stock on measurement date   $ 0.55     $ 0.55  
Risk-free interest rate     1.12 %     1.12 %
Dividend yield     0 %     0 %
Volatility factor     55.0 %     55.7 %
Term     3 years       2.96 years  


As of June 30, 2015, the fair value of the total warrant’s derivative liability is $166,179 and we recognized a loss on derivative liability of $2,647 for the three months ended June 30, 2015.


The following table summarizes the derivative liability included in the balance sheet:


Fair value at issuance date   $ 163,532  
Loss on change of fair value     2,647  
Balance at June 30, 2015   $ 166,179  


The following table summarizes information about warrants outstanding as of June 30, 2015:


Total # of warrants issued and outstanding     1,055,916  
Weighted-average exercise price   $ 0.75  
Remaining life (in years)     3.00