Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.Financial_Report.xls
10-K - FORM 10-K - Oncologix Tech Inc.oncologix8312012.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R18.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R15.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R20.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R17.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R13.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R19.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R11.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R16.htm
XML - IDEA: XBRL DOCUMENT - Oncologix Tech Inc.R14.htm
EX-21 - SUBSIDIARIES OF ONCOLOGIX TECH, INC. - Oncologix Tech Inc.oncologix8312012exh21.htm
EX-99 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Oncologix Tech Inc.oncologix8312012exh99.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - Oncologix Tech Inc.oncologix8312012exh312.htm
EX-32.1 - CERTIFICATION - Oncologix Tech Inc.oncologix8312012exh321.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - Oncologix Tech Inc.oncologix8312012exh311.htm
EX-32.2 - CERTIFICATION - Oncologix Tech Inc.oncologix8312012exh322.htm
v2.4.0.6
Stockholders' Equity
12 Months Ended
Aug. 31, 2012
Equity [Abstract]  
Stockholders' Equity

NOTE 6 - STOCKHOLDERS' EQUITY

 

PREFERRED STOCK:

 

The Company is authorized to issue up to 10,000,000 shares of preferred stock, in one or more series, and to determine the price, rights, preferences and privileges of the shares of each such series without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any shares of preferred stock that may be issued in the future.  

 

In January 2003, our Board of Directors authorized up to 4,500,000 shares of Series A Convertible Preferred Stock.  Each share of Series A Convertible Preferred stock has a par value of $0.001 and is convertible into one-half share of common stock in upon a cash payment by the holder to the Company of $0.40 per common share.  The Series A Convertible Preferred Stock is entitled to receive, in preference to the common stock, of noncumulative dividends, if declared by the Board of Directors, and a claim on the Company's assets upon any liquidation of the Company senior to the common stock.  These preferred shares are not entitled to voting rights. There are presently outstanding 129,062 shares of Series A Preferred Stock.

 

On March 30, 2003, the Company completed the private placement of Units pursuant to the terms of a Unit Purchase Agreement (the “Units”) with accredited investors. Each Unit consists of the following underlying securities: (i) three shares of the Company’s common stock; (ii) one share of Series A Convertible Preferred Stock, par value $.001 per share; and (iii) one three-year warrant to purchase one share of common stock at a per share price of $0.30. The warrants expired on March 31, 2006. Each share of Series A Convertible Preferred Stock is convertible into one half share of the Company’s common stock in exchange for $0.40 per common share ($.20 for each Series A Convertible Preferred share converted). The securities underlying the Units are not to be separately tradable or transferable apart from the Units until such time as determined by the Company’s Board of Directors. A total of 4,032,743 Units were issued. As of August 31, 2012 and August 31, 2011, there were 129,062 and 129,062 Units outstanding that had not been separated, respectively. These units are presented as their underlying securities on our balance sheet and consist of 64,531 shares of Series A Preferred Stock and 96,797 shares of common stock which is included in the issued and outstanding shares.

 

Below is a table detailing the outstanding Series A Convertible Preferred Stock shares outstanding during the last two fiscal years:

 

     Preferred    Number of          Weighted Avg. 
     Shares    Common Shares    Proceeds if    Per Common Sh. 
     Outstanding    Convertible    Converted    Exercise Price 
Outstanding, August 31, 2010    261,762    130,881   $52,352   $0.40 
                      
Expired/Retired    —      —      —     $—   
Converted    (132,700)   (66,350)   (26,540)  $0.40 
Issued    —      —      —     $—   
Outstanding, August 31, 2011    129,062    64,531   $25,812   $0.40 
                      
Expired/Retired    —      —      —     $0.40 
Converted    —      —      —     $—   
Issued    —      —      —     $—   
Outstanding, August 31, 2012    129,062    64,531   $25,812   $0.40 

 

Our Board of Directors authorized the separation of the Units into their component parts in July 2004, February 2005, April 2008, March 2010 and July 2011. The table below describes the proceeds received for the conversion of preferred shares into common stock:

 

Date of Conversion Proceeds from Conversion Further Description and Remarks
July-August 2004 $487,523 During July and August 2004, holders of 2,437,614 Units contributed $487,523 to convert 2,437,614 shares of Series A. Convertible Preferred stock into 4,875,228 shares of common stock.
February 2005 $230,393 During February 2005, holders of 1,151,967 Units contributed $230,393 to convert 1,151,967 shares of Series A. Convertible Preferred stock into 2,303,934 shares of common stock.
April/June 2008 $29,460 During April and June 2008, holders of 147,300 Units contributed $29,460 to convert 147,300 shares of Series A. Convertible Preferred stock into 294,600 shares of common stock.
March/April 2010 $6,820 During March and April 2010, holders of 34,100 Units contributed $6,820 to convert 34,100 shares of Series A. Convertible Preferred stock into 68,200 shares of common stock.
July 2011 $0 During July 2011, holders of 132,700 Units elected to relinquish conversion of 132,700 shares of Convertible Preferred stock as part of splitting their Units.

 

SUBSCRIBED COMMON STOCK:

 

As of August 31, 2012 and 2011, there were no shares of subscribed stock issuable.

 

COMMON STOCK:

 

Under the terms of our acquisition of JDA, we issued 43,000,000 (pre-split) shares of our common stock to the previous owners of JDA. Of these shares, 29,843,160 were placed into escrow pending the achievement of certain development and operating goals. These escrowed shares were not included in the calculation of the purchase price of JDA and will be included in that calculation if and to the extent that the applicable contingencies are resolved and the shares are released from escrow. The development and operating goals that relate to the release of these shares, and the number of shares to be released at the time the goal is achieved are as follows: (i) 7,460,790 shares upon the completion of the “Development Phase”, as defined in the Merger Agreement between the Company and JDA (already released as stated below); (ii) 9,325,986 shares upon the completion of the “Pre-Clinical Testing Phase as defined in the merger agreement; and (iii) 13,056,382 shares upon the completion of the Clinical Approval Phase. On September 10, 2009, the remaining 22,382,368 shares in escrow were released back to the Company and subsequently retired. Below is a listing of recent stock sales: 

 

Date of Sale Proceeds from Sale Further Description and Remarks
October 11, 2010 $25,000 On October 11, 2010, the Company sold 416,667 shares of common stock to a non-related accredited investor at $0.06 per share.
January 18, 2011 $50,000 On January 18, 2011, the Company sold 833,333 shares of common stock to a non-related accredited investor at $0.06 per share.
July 05, 2011 $100,000 On July 05, 2011, the Company sold 2,500,000 shares of common stock to a non-related accredited investor at $0.04 per share.
October 19, 2011 $25,000 On October 19, 2011, the Company sold 625,000 shares of common stock to a non-related accredited investor at $0.04 per share.
January 26, 2012 $40,000 On January 26, 2012, the Company sold 1,000,000 shares of common stock to a non-related accredited investor at $0.04 per share.
April 26, 2012 $10,000 On April 26, 2012, the Company sold 250,000 shares of common stock to a non-related accredited investor at $0.04 per share.

  

During the year ended August 31, 2012 and 2011, we recognized no financing expense related to the sales of discounted stock to non-related accredited investors.

 

NON-CONTROLLING INTEREST

 

On February 27, 2009, in connection with the Technology Agreement we entered into with Institut für Umwelttechnologien GmbH, a German Company (“IUT”) whereunder the parties have agreed that the Company’s marketing rights have been transferred to its subsidiary, Oncologix Corporation and have issued IUTM 10% of the equity ownership of that subsidiary. As of February 27, 2009, the value of the non-controlling interest was $212. It was determined at August 31, 2010 the value of the investment in IUTM was impaired. Accordingly, we recorded an impairment loss in the amount of $3,186 for the year ended August 31, 2010. As of August 31, 2012, $3,687 cumulative net loss was attributable to the non-controlling interest.

 

On September 23, 2010, the Company signed a Memorandum of Understanding with Institut für Umwelttechnologien GmbH and IUT Medical GMBH confirming certain understandings among the parties with respect to their future relationships and business activities as originally contemplated in their Technology Agreement of February 27, 2009, which was reaffirmed.

 

WARRANTS:

 

The Company had no outstanding warrants at August 31, 2012 or 2011.

 

STOCK OPTIONS:

 

The Company is authorized to issue up to 4,600,000 shares of common stock under its 1997 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years.

 

The Company is authorized to issue up to 7,500,000 shares of common stock under its 2000 Stock Incentive Plan. Shares may be issued as incentive stock options, non-statutory stock options, deferred shares or restricted shares. Options are granted at the fair market value of the common stock on the date of the grant and have terms of up to ten years. The 2000 Stock Incentive Plan also provides for an annual grant of options to members of our Board of Directors. For fiscal years ended August 31, 2011, 2010, 2009 and 2008, our Board of Directors have elected to waive the grant of these annual options.

 

ASC 718 requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment, which is recognized in the period of change and which impacts the amount of unamortized compensation expense to be recognized in future periods.

 

ASC 718 requires that modification of the terms or conditions of an equity award is to be treated as an exchange of the original award for a new award. This event is accounted for as if the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. On January 7, 2011, the Company’s Board of Directors granted 53,750 options to current board members in exchange for the retirement of 268,750 stock options. The Company recorded $465 in stock compensation expense as a result of this transaction.

 

During the fiscal years ended August 31, 2012 and 2011, we granted nil and 53,750 options from the stock incentive plans described above, respectively. During the fiscal years ended August 31, 2012 and 2011, zero options were exercised, respectively; nil and 268,750 options were forfeited, respectively; and nil and 221,250 options were expired, respectively. During the fiscal years ended August 31, 2012 and 2011, $0 and $465 was expensed as stock based compensation, respectively. Additional information relative to our employee options outstanding at August 31, 2012 is summarized as follows:

 

               Weighted Average 
     Number of    Option Price    Exercise Price 
     Options Granted    Per Share    Per Share 
                 
Outstanding, August 31, 2010    733,335    $0.66 - $29.50   $2.20 
Granted    53,750    0.12    0.12 
Exercised    —      —      —   
Cancelled    (490,000)   $0.17 - $1.33    2.16 
Outstanding, August 31, 2011    297,085    $0.66 - $5.32   $1.43 
Granted                
Exercised    —      —      —   
Cancelled    —           —   
Outstanding, August 31, 2012    297,085    $0.66 - $5.32   $1.43 

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the fourth quarter of fiscal 2012 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on August 31, 2012.

 

    Options    Options 
    Outstanding    Exercisable 
           
Number of options   297,085    297,085 
Aggregate intrinsic value of options  $—     $—   
Weighted average remaining contractual term (years)   1.83    1.83 
Weighted average exercise price  $1.43   $1.43 

 

Expected volatility is based primarily on historical volatility. Historical volatility is computed using weekly average pricing observations for an applicable historic period. We believe this method produces an estimate that is representative of our expectations of the future volatility over the expected term of our options. We currently have no reason to believe future volatility over the expected life of these options is likely to differ materially from historical volatility. The weighted-average expected life is based upon share option exercises, pre and post vesting terminations and share option term expirations. The risk-free interest rate is based on the U.S. treasury security rate estimated for the expected life of the options at the date of grant.

   Year Ended August 31,
   2012  2011
Volatility   0%   239%
Risk free rate   0.00%   2.63%
Expected dividends  $—     $—   
Expected term (in years)   0    7 
           
No options were issued in Fiscal 2012          

 

We have 6,362,418 and 4,525,000 shares of common stock available for future issuance under our 2000 Stock Incentive Plan and 1997 Stock Incentive Plan, respectively, as of August 31, 2012. Under the 2000 Stock Incentive Plan and 1997 Stock Incentive Plan, the price of the granted common stock options are equal to the fair market value of such shares on the date of grant. Both of these plans have been approved by our shareholders.

 

ASC 718 requires that modification of the terms or conditions of an equity award is to be treated as an exchange of the original award for a new award. This event is accounted for as if the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. During fiscal 2011 we granted 53,750 options to current board members in exchange for the retirement of 268,750 stock options. Due to this stock option modification, the Company recorded $465 in stock based compensation expense. During fiscal 2012, we did not grant any options to employees or members’ of our Board of Directors.