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EX-32.1 - EXHIBIT 32.1 - Predictive Oncology Inc.ex32_1.htm
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EX-31.2 - EXHIBIT 31.2 - Predictive Oncology Inc.ex31_2.htm


FORM 10-Q
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2015
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________________________ to
 
Commission File Number:
 
Skyline Medical Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
33-1007393
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
2915 Commers Drive, Suite 900
 
Eagan, Minnesota 55121
(Address of principal executive offices)
 
(Zip Code)
 
651-389-4800
(Registrant’s telephone number, including area code)
 
     
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
 


 
 

 
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 6, 2015, the registrant had 3,312,863 shares of common stock, par value $.01 per share, outstanding.
  
 
2

 
 
 SKYLINE MEDICAL INC.
 
TABLE OF CONTENTS
 
 
Page
No.
PART I. FINANCIAL INFORMATION
 
   
4
   
4
   
5
   
6
   
10
   
11
   
30
   
40
   
40
   
PART II. OTHER INFORMATION
 
   
40
   
42
   
43
   
43
   
43
   
43
   
43
   
44
   
45
 
 
3

 

PART 1. FINANCIAL INFORMATION
 
SKYLINE MEDICAL INC.  
(Unaudited)
 
 
    June 30, 2015     December 31, 2014  
Current Assets:
           
Cash
  $ 44,103     $ 16,384  
Accounts Receivable
    15,855       57,549  
Inventories
    257,668       367,367  
Prepaid Expense and other assets
    202,591       190,015  
Total Current Assets
    520,217       631,315  
                 
Fixed Assets, net
    147,243       196,479  
Intangibles, net
    77,995       73,183  
                 
Total Assets
  $ 745,455     $ 900,977  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
Current Liabilities:
               
Accounts Payable
    2,474,186       2,194,518  
Accrued Expenses
    3,474,043       3,066,379  
Short-term notes payable net of discounts of $0 and $194,097 (See Note 4)
    933,074       937,424  
Deferred Revenue
    8,375       5,000  
Total Current Liabilities
    6,889,678       6,203,321  
                 
Accrued Expenses
    -       213,883  
Total Liabilities
  $ 6,889,678     $ 6,417,204  
Commitments and Contingencies
    -       -  
Stockholders’ Deficit:
               
Series A Convertible Preferred Stock, $.01 par value, $100 Stated Value,
20,000,000 authorized, 20,550 outstanding
    206       206  
Common Stock, $.01 par value, 100,000,000 authorized, 3,312,863
and 3,092,766 outstanding
    33,128       30,927  
Additional paid-in capital
    30,935,472       30,093,745  
Accumulated Deficit
    (37,113,029 )     (35,641,105 )
Total Stockholders' Deficit
    (6,144,223 )     (5,516,227 )
                 
Total Liabilities and Stockholders' Deficit
  $ 745,455     $ 900,977  
 
See Notes to Condensed Financial Statements

 
4

 
SKYLINE MEDICAL INC.
(Unaudited) 
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Revenue
  $ 234,012     $ 318,293     $ 385,286     $ 388,513  
                                 
Cost of goods sold
    83,566       98,365       179,534       129,448  
                                 
Gross Margin
    150,446       219,928       205,752       259,065  
                                 
General and administrative expense
    856,219       1,330,222       728,424       2,509,504  
                                 
Operations expense
    151,313       291,584       172,630       556,859  
                                 
Sales and marketing expense
    139,026       319,303       372,983       524,223  
                                 
Interest expense
    189,215       14,773       342,837       32,897  
                                 
Gain on valuation of equity-linked financial instruments
    -       -       -       (11,469 )
                                 
Total expense
    1,335,773       1,955,882       1,616,874       3,612,014  
                                 
Net loss available to common shareholders
  $ (1,185,327 )   $ (1,735,954 )   $ (1,411,122 )   $ (3,352,949 )
                                 
Loss per common share basic and diluted
  $ (0.36 )   $ (0.58 )   $ (0.44 )   $ (1.13 )
                                 
Weighted average shares used in computation, basic and diluted
    3,263,356       2,968,279       3,182,706       2,958,965  
                                 
 
See Notes to Condensed Financial Statements
 
 
5

 
 
 SKYLINE MEDICAL INC.

(UNAUDITED)
 
 
         
Common Stock
                   
                               
   
  Preferred
Stock
   
Shares
   
Amount
   
  Paid-in Capital
   
Deficit
   
Total
 
Balance at 12/31/13
  $ -       2,932,501     $ 29,325     $ 25,449,636     $ (28,697,415 )   $ (3,218,454 )
Shares issued for
cashless warrant exercise
at $15.00 per share
            1,728       17       1,279               1,296  
Shares issued for option
exercise at $1.25 per
share
            4,336       43       5,387               5,430  
Shares issued at $20.63
per share as Investor
Relations compensation
            2,000       20       41,230               41,250  
Shares issued for
cashless warrant exercise
at $12.75 per share
            3,323       33       2,460               2,493  
Shares issued for an
option exercise at $5.25
per share
            267       3       1,397               1,400  
Shares issued for
cashless warrant exercise
at $.75 per share
            2,174       22       1,608               1,630  
Shares issued for warrant
exercise at $13.50 per
share
            2,667       27       35,973               36,000  
Shares issued at $18.75
per share as Investor
Relations compensation
            1,333       13       24,987               25,000  
Reduction in escrow
account per settlement
agreement
            (4,444 )     (44 )     (3,289 )             (3,333 )
Shares issued for
cashless warrant exercise
at $7.50 per share
            4,807       48       3,557               3,605  
Shares issued for
cashless warrant exercise
at $5.63 per share
            3,112       31       2,302               2,333  
Shares issued for
cashless warrant exercise
at $12.75 per share
            299       3       221               224  
Shares issued to 16
shareholders of Series A
Convertible Preferred
Stock Dividends as
converted to common
shares at $19.50 per
share
            972       10       18,909       (18,919 )     -  
Vesting Expense
                    -       705,434               705,434  
Options issued as part of
employee bonus
                    -       694,500               694,500  

 
6

 
 
Shares issued for
combined cashless and
cash warrant exercise @
$11.25 per share.
          7,778       78       52,422             52,500  
Issuance of Preferred
stock
    206               -       2,054,795             2,055,001  
                                               
Shares issued to Investor
Relations consultant
exercisable at $11.25 per
share
            2,133       21       23,979             24,000  
Shares issued to Investor
Relations consultant
exercisable at $18.75 per
share
            1,333       13       24,987             25,000  
Shares issued for
cashless warrant exercise
at $13.50 per share
            3,725       37       2,757             2,794  
Shares issued to 16
shareholders of Series A
Convertible Preferred
Stock Dividends as
converted to common
shares at $19.50 per
share
            1,561       16       30,384       (30,400 )     -  
Value of equity
instruments issued with
debt
                    -       313,175               313,175  
Shares issued for
cashless warrant exercise
at $9.75 per share
            1,410       14       1,044               1,058  
Shares issued for a cash
warrant exercise at $5.63
per share
            11,111       111       62,389               62,500  
Shares issued for an
option exercise at $5.25
per share
            333       3       1,747               1,750  
Shares issued for a note
conversion at $6.68 per
share
            3,018       30       19,970               20,000  
Shares issued for a note
conversion at $6.68 per
share
            3,019       30       19,970               20,000  
Shares issued for a note
conversion at $5.85 per
share
            3,435       34       19,966               20,000  
Shares issued for a note
conversion at $5.03 per
share
            3,894       38       19,962               20,000  
Shares issued to 16
shareholders of Series A
Convertible Preferred
Stock Dividends as
converted to common
shares at $19.50 per
share
            1,561       16       30,385       (30,401 )     -  
Shares issued for a note
conversion at $5.14 per
share
            3,894       39       19,961               20,000  

 
7

 
 
Shares issued for a note
conversion at $5.00 per
share
          3,997       40       19,960             20,000  
Shares issued for a note
conversion at $5.26 per
share
          3,804       38       19,962             20,000  
Shares issued for a note
conversion at $5.26 per
share
          5,706       57       29,943             30,000  
Shares issued for a note
conversion at $5.95 per
share
          5,044       50       29,950             30,000  
Shares issued into an
escrow account per
settlement agreement
          13,700       137                     137  
Shares issued for a note
conversion at $5.05 per
share
          55,568       556       280,060             280,616  
Shares issued to 16
shareholders of Series A
Convertible Preferred
Stock Dividends as
converted to common
shares at $19.50 per
share
          1,561       16       30,385       (30,402 )     (1 )
Shares adjusted for
rounding per reverse
stock split
          106       1       1       -       2  
Net loss
                  -       -       (6,833,568 )     (6,833,568 )
Balance at 12/31/2014
  $ 206       3,092,766     $ 30,927     $ 30,093,745     $ (35,641,105 )   $ (5,516,227 )
Shares issued to 16
shareholders of Series A
Convertible Preferred
Stock Adjustment as
converted to common
shares at $9.75 per share
            3,122       31       (31 )     -       -  
Reduction in escrow
account per settlement
agreement
            (4,444 )     (44 )     (3,289 )             (3,333 )
Shares issued for a note
conversion at $2.90 per
share
            3,447       34       9,966               10,000  
Shares issued for a note
conversion at $2.96 per
share
            6,762       68       19,932               20,000  
Shares issued for a note
conversion at $2.91 per
share
            10,313       103       29,897               30,000  
Shares issued for a note
conversion at $2.77 per
share
            12,098       120       33,358               33,478  
Shares issued for a note
conversion at $2.25 per
share
            15,552       156       34,844               35,000  
 
 
8

 
 
Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $9.75 per share
            3,121       31       30,369       (30,401 )     (1 )
Shares issued for a note conversion at $2.00 per share
            20,000       200       39,800               40,000  
Shares issued for a note conversion at $2.27283 per share
            87,997       880       199,120               200,000  
Shares issued for a note conversion at $2.0179 per share
            14,867       149       29,851               30,000  
Shares issued for a note conversion at $2.00 per share
            15,000       150       29,850               30,000  
Shares issued for a note conversion at $1.92417 per share
            12,993       130       24,870               25,000  
Shares issued for a note conversion at $1.8578 per share
            16,148       162       29,838               30,000  
Shares issued to 16 shareholders of Series A Convertible Preferred Stock Dividends as converted to common shares at $9.75 per share
            3,121       31       30,371       (30,401 )     1  
Vesting Expense
                    -       302,981               302,981  
Net loss
                    -       -       (1,411,122 )     (1,411,122 )
Balance @ 6/30/2015
  $
206
      3,312,863   $   33,128     $ 30,935,472     $ (37,113,029 )   $ (6,144,223 )
 
See Notes to Financial Statements
 
 
9

 
 SKYLINE MEDICAL INC.
(Unaudited)

   
Six Months Ended
June 30,
 
   
2015
   
2014
 
Cash flow from operating activities:
           
Net loss
  $ (1,411,122 )   $ (3,352,949 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    39,021       25,829  
Vested stock options and warrants
    302,981       369,636  
Equity instruments issued for management and consulting
    (3,333 )     111,917  
Amortization of debt discount
   
219,097
      -  
Penalty on debt provision
    10,031       -  
Loss on Sales of Equipment
    13,102       -  
(Gain) loss on valuation of equity-linked instruments
    -       (11,469 )
Changes in assets and liabilities:
               
Accounts receivable
    41,694       (52,395 )
Inventories
    109,699       (238,488 )
Prepaid expense and other assets
    (12,576 )     (88,936 )
Accounts payable
    279,669       563,224  
Accrued expenses
    193,781       790,158  
Deferred Revenue
    3,375       (64,000 )
Net cash used in operating activities:
  $ (214,581 )   $ (1,947,473 )
Cash flow from investing activities:
               
Purchase of fixed assets
    -       (72,377 )
Purchase of intangibles
    (7,700 )     (14,782 )
Net cash used in investing activities
  $ (7,700 )   $ (87,159 )
Cash flow from financing activities:
               
Proceeds from long-term and convertible debt
    250,000       125,000  
Principal payments on debt
    -       (300,000 )
Issuance of preferred stock
    -       2,055,000  
Issuance of common stock
    -       92,831  
Net cash provided by (used in) financing activities
  $ 250,000     $ 1,972,831  
Net increase (decrease) in cash
    27,719       (61,802 )
Cash at beginning of period
    16,384       101,953  
Cash at end of period
  $ 44,103     $ 40,151  
Non cash transactions:
               
                 
Common stock issued for accrued interest/bonus
    -       694,500  
Common stock issued to satisfy debt
    483,478       -  
 
See Notes to Condensed Financial Statements
 
 
10

 
 
 SKYLINE MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
(Amounts presented at and for the three and six months ended June, 2015 and June, 2014 are unaudited)
                         
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Operations and Continuance of Operations
 
Skyline Medical Inc. (the "Company") was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. As of June 30, 2015, the registrant had 3,312,863 shares of common stock, par value $.01 per share, outstanding. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders’ deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In July 2015, we filed a registration statement with the SEC in connection with a proposed public offering of a Series B Convertible Preferred Stock and Series A Warrants (the “Units”). We continue to pursue this public offering, with the intention of listing our common stock and the Units on NASDAQ.
  
Since inception to June 30, 2015, the Company raised approximately $9,168,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $5,685,000 in debt financing. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”
 
Recent Accounting Developments
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers and created a new topic in the FASB Accounting Standards Codification ("ASC"), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.
 
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting
Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during the year 2014.
 
In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation" providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements.

We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations.
 
 
11

 
 
Valuation of Intangible Assets
 
We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles —Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management’s best estimate of the related risks and return at the time the impairment assessment is made.
 
 
12

 
 
Accounting Policies and Estimates
 
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Presentation of Taxes Collected from Customers
 
Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.
 
Shipping and Handling
 
Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations.
 
Advertising
 
Advertising costs are expensed as incurred. Advertising expenses were $500 and $1,417 in the three and six months ended June 30, 2015 and were $1,250 and $7,793 in the three and six months ended June 30, 2014.
 
Research and Development
 
Research and development costs are charged to operations as incurred. Research and development expenses were $58,285 and $120,947 in the three and six months ended June 30, 2015 and were $131,285 and $249,636 in the three and six months ended June 30, 2014.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with the SEC’s Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition.
 
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company’s standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution kits. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company’s standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer’s right of return is limited only to the Company’s standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution kits may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and cleaning solution kits from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur.
 
Receivables
 
Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management’s assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements.
 
 
13

 
 
Inventories
 
Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows:
 
   
June 30,
   
December 31,
 
   
2015
   
2014
 
             
Finished goods
 
$
46,845
   
$
88,362
 
Raw materials
   
200,654
     
237,556
 
Work-In-Process
   
10,169
     
41,449
 
Total
 
$
257,668
   
$
367,367
 
 
Property and Equipment
 
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows:
   
Years
Computers and office equipment
 
3 - 7
Leasehold improvements
 
5
Manufacturing tooling
 
3 - 7
Demo Equipment
 
3
 
The Company’s investment in Fixed Assets consists of the following:
   
June 30,
2015
   
December 31,
2014
 
Computers and office equipment
 
$
122,889
   
$
123,708
 
Leasehold improvements
   
23,874
     
23,874
 
Manufacturing tooling
   
97,288
     
97,288
 
Demo Equipment
   
13,706
     
30,576
 
Total
   
257,757
     
275,446
 
Less: Accumulated depreciation
   
110,514
     
78,967
 
Total Fixed Assets, Net
 
$
147,243
   
$
196,479
 
  
Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.
 
Intangible Assets
 
Intangible assets consist of trademarks and patent costs. Amortization expense was $1,444 and $2,888 in the three and six months ended June 30, 2015, and was $0 in the three and six months ended June 30, 2014. The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified.
 
Income Taxes
 
The Company accounts for income taxes in accordance with ASC 740- Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
 
The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties.
 
Tax years subsequent to 2011 remain open to examination by federal and state tax authorities.
 
 
14

 
 
Patents and Intellectual Property
 
On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The Patent Cooperation Treaty (“PCT”) allows an applicant to file a single patent application to seek patent protection for an invention simultaneously in each of the 148 countries of the PCT, including the United States. By filing this single “international” patent application through the PCT, it is easier and more cost effective than filing separate applications directly with each national or regional patent office in which patent protection is desired.
 
Our PCT patent application is for the new model of the surgical fluid waste management system. We obtained a favorable International Search Report from the PCT searching authority indicating that the claims in our PCT application are patentable (i.e., novel and non-obvious) over the cited prior art. A feature claimed in the PCT application is the ability to maintain continuous suction to the surgical field while measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that suction is not interrupted during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid.
 
The Company holds the following granted patents in the United States and a pending application in the United States on its earlier models: US7469727, US8123731 and U.S. Publication No. US20090216205 (collectively, the “Patents”). These Patents will begin to expire on August 8, 2023.

 
Subsequent Events
 
As described in Note 3 below, on July 24, 2015, the Company amended its Certificate of Incorporation, pursuant to which the authorized common stock was increased to 100,000,000 shares of common stock and the authorized preferred stock was increased to 20,000,000 shares.

On February 4, 2014, the Company raised $2,055,000 in gross proceeds from a private placement of 20,550 shares of Series A Convertible Preferred Stock, par value $0.01, with a stated value of $100 per share (the “Series A Preferred Shares”) and warrants to purchase shares of the Company’s common stock.  In connection with the Company’s proposed offering of 1,666,667 units (the “Units”), each consisting of one share of the Company’s common stock, one share of the Company’s Series B Convertible Preferred Stock and four of the Company’s Series A Warrants, the holders of a majority of the Series A Preferred Shares have, as of July 20, 2015, agreed to exchange all of the outstanding Series A Preferred Shares for units with the same terms as the Units (the “Exchange Units”) such that for every dollar of stated value of Series A Preferred Shares tendered the holders will receive an equivalent value of Exchange Units based on the public offering price of the Units in this offering (the “Unit Exchange”).  Accordingly, assuming the public offering price for the Units is $9.00 per Unit, then all of the Series A Preferred Shares will be exchanged into 228,334 Exchange Units. The warrants that were issued in connection with the issuance of the Series A Preferred Shares will remain outstanding; however, the warrant amounts will be reduced so that the warrants will be exercisable into an aggregate of 84,770 shares of the Company’s common stock. The Unit Exchange is subject to and will be consummated currently with the consummation of the Company’s offering of Units. Each holder of Series A Preferred Shares that has agreed to the terms of the Unit Exchange has entered into the Exchange Agreement with the Company.  Upon effectiveness of the Unit Exchange, the Series A Preferred Shares will be cancelled and resume the status of authorized but unissued shares of preferred stock.

From July through September 2014, the Company entered into a series of securities purchase agreements pursuant to which the Company issued approximately $1.8 million original principal amount of convertible promissory notes (the “2014 Convertible Notes”) and warrants exercisable for shares of the Company’s common stock. The original principal amount of the 2014 Convertible Notes was subsequently reduced to approximately $1.6 million in accordance with their terms.  In April and May 2015, the Company issued and sold to Magna Equities II, LLC additional Convertible Notes in an aggregate original principal amount of $275,000 containing terms substantially similar to the 2014 Convertible Notes (the “2015 Convertible Notes” and, together with the 2014 Convertible Notes, the “Convertible Notes”).  As of June 30, 2015, $927,663 aggregate principal amount of Convertible Notes, plus accrued and unpaid interest thereto, has been converted into shares of the Company’s common stock and $933,073 aggregate principal amount of Convertible Notes remains outstanding. In connection with the Company’s proposed offering of Units, the holders of the Convertible Notes have agreed to not exercise their right to convert the Convertible Notes into shares of the Company’s common stock, in exchange for the Company’s agreement to redeem all of the outstanding Convertible Notes promptly following the consummation of the Company’s offering of Units at a redemption price equal to 140% of the principal amount, plus accrued and unpaid interest to the redemption date. The Company estimates that the total redemption price to redeem all outstanding Convertible Notes will be approximately $1.4 million. Of this amount, approximately $167,031 will be paid to its affiliates in redemption of their Convertible Notes.  Each holder of the Convertible Notes that has agreed to the foregoing terms has entered into an Amendment to Senior Convertible Notes and Agreement with the Company.
 
 
15

 
 
Interim Financial Statements
 
The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company’s financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on April 30, 2015. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.
   
NOTE 2 – DEVELOPMENT STAGE OPERATIONS
 
The Company was formed April 23, 2002. Since inception to July 30, 2015, 3,312,863 shares of common stock have been issued between par value and $125.25. Operations since incorporation have been devoted to raising capital, obtaining financing, development of the Company’s product, and administrative services, customer acceptance and sales and marketing strategies.
  
NOTE 3 – STOCKHOLDERS’ DEFICIT, STOCK OPTIONS AND WARRANTS
 
The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years.

 
16

 
 
On February 4, 2014, (the “Closing Date”) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”) pursuant to a Securities Purchase Agreement with certain investors (the Purchasers”) purchased 20,550 Preferred Shares, and warrants (the “Warrants”) to acquire an aggregate of approximately 21,334 shares of Common Stock. The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $19.50 per share of Common Stock. The Warrants are exercisable at an exercise price of $24.38 per share and expire five years from the Closing Date. If the Common Stock is not listed on the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company was required to issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into. As of August 4, 2014, the Company issued additional warrants to purchase 61,539 shares to the Purchasers in connection with this provision.
 
The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). On September 9, 2014, a resale registration statement covering the Underlying Shares, the Warrant Shares and certain other securities (the “Resale Registration Statement”) was declared effective.
   
The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $19.50, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $9.75 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Company’s ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends.
 
The Warrants are exercisable on any day on or after the date of issuance, have an adjusted exercise price of $9.75 per share, subject to possible further adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY ® Automated Surgical Fluid Disposal Systems, then, the number of shares of Common Stock for which such Warrant may be exercised shall be increased to 2.5 times the previous amount. In January 2015, the number of shares of Common Stock for which each Warrant may be exercised was increased according to this provision. As described in Note 1 under “Subsequent Events”, the Company and the holders of the Preferred Shares have agreed to the exchange of the Preferred Shares for certain units, with an agreed-upon reduction in the number of shares for which each Warrant may be exercised.
 
In addition, in July, August and September 2014, the Company issued 71,257 warrants to investors in convertible notes as further described below.
 
Accounting for share-based payment
 
The Company has adopted ASC 718- Compensation-Stock Compensation ("ASC 718"). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated.
 
 
17

 
 
ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future.
 
Since the Company's common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company's estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter.
 
When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized.
 
Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based consulting and interest expense could be materially different in the future.
 
Valuation and accounting for options and warrants
 
The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term.
 
 
18

 
 
In January 2014 the Company issued 4,336 shares of common stock to the former CEO at $1.25 per share upon his exercising options.
 
In January through March 2014, 9 warrant holders exercised warrants through a cashless exercise for a total of 15,442 shares of common stock.
 
In January and February 2014 the Company issued warrants to purchase 21,538 shares pursuant to a February 4, 2014 private placement whereby the Company issued 20,550 shares of Series A Convertible Preferred Stock raising gross proceeds of $2,055,000. The warrants are at an exercise price of $24.38.
 
In February 2014 the Company issued a warrant to purchase 1,482 shares of common stock at an exercise price of $20.25 to a major shareholder Dr. Samuel Herschkowitz. The warrant is in consideration for a bridge loan extended in December 2013 that has been paid in February 2014.
 
On March 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 970 shares of common stock were issued to 16 holders of Preferred Shares.
 
In March 2014, the Company issued 4,444 shares of common stock to a warrant holder for a partial cash exercise at $11.25 per share; issued 3,333 shares to the holder via the cashless exercise of the remainder of the warrant.
 
In June 2014, the Company issued 3,725 shares of common stock to a warrant holder exercising cashless warrants.
 
On June 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 1,561 shares of common stock were issued to 16 holders of Preferred Shares.
 
On June 30, 2014, the Company issued a warrant to purchase 5,431 shares of common stock at an exercise price of $12.38 to SOK Partners, LLC, in consideration for a bridge loan in the form of convertible notes. On September 9, 2014 the Resale Registration Statement went into effect. The convertible note agreement provided an immediate approximately 11% reduction to the warrant agreement. Therefore, the warrant has been adjusted to purchase 4,831 shares of common stock at an exercise price of $12.38 to SOK Partners, LLC in consideration for a bridge loan.
 
In July 2014, the Company issued warrants to purchase 28,986 shares of common stock at an exercise price of $12.38 to two lenders in consideration for a bridge loan in the form of convertible notes. The shares above reflect approximately an 11% reduction resulting from the Resale Registration Statement that went effective September 9, 2014.
 
In August 2014, the Company issued warrants to purchase 61,539 of common stock at an exercise price of $24.38 to the Purchasers of the Preferred Shares. The Securities Purchase Agreement with the Preferred Shareholders stipulated that if the Company was not listed on either the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT within 180 days of closing the agreement then warrants to purchase the above additional shares would be issued in aggregate to the Preferred Shareholders.
 
In August and September 2014, the Company issued warrants to purchase 37,440 shares of common stock at an exercise price of $12.38 to four lenders in consideration for a bridge loan in the form of convertible notes. The shares above reflect the approximate 11% reduction resulting from the Resale Registration Statement that went effective September 9, 2014.
 
On September 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 1,561 shares of common stock were issued to 16 holders of Preferred Shares.
 
In November 2014, the Company issued 13,700 shares of common stock, par value $0.01, in escrow for debt settlement.
 
On December 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 1,559 shares of common stock were issued to 16 holders of Preferred Shares.

For grants of stock options and warrants in 2014 the Company used a 1.44% to 2.75% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $3.2006 to $13.9195 per share.

In January 2015, the Company issued a dividend adjustment to the Purchasers of the Preferred Shares as described above. Certain previous dividends paid were calculated with an exercise price of $19.50 per share, but should have been calculated at $9.75 per share. As a result 3,122 shares of common stock were issued to 16 holders of Preferred Shares.
 
 
19

 
 
On March 31, 2015, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $9.75 per share. As a result 3,121 shares of common stock were issued to 16 holders of Preferred Shares.

On June 30, 2015, the Company issued dividends to Purchases of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $9.75 per share. As a result 3,121 shares of common stock were issued to 16 holders of Preferred Shares.

For grants of stock options and warrants in 2015 the Company used a 1.63% to 2.35% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $0.2750 to $5.5695 per share.
 
 
20

 
 
The following summarizes transactions for stock options and warrants for the periods indicated:
 
   
Stock Options
   
Warrants
 
         
Average
         
Average
 
   
Number of
   
Exercise
   
Number of
   
Exercise
 
   
Shares
   
Price
   
Shares
   
Price
 
Outstanding at December 31, 2013
   
385,733
   
$
6.75
     
461,920
   
$
10.50
 
                                 
Issued
   
75,683
     
8.12
     
161,375
     
3.81
 
Expired
   
(7,879
)
   
23.58
     
(81,851
)
   
13.54
 
Exercised
   
(4,936
)
   
1.76
     
(40,722
)
   
8.38
 
                                 
Outstanding at December 31, 2014
   
448,601
   
$
7.51
     
500,722
   
$
7.95
 
                                 
Issued
   
66,926
     
3.14
     
126,310
     
13.49
 
Expired
   
(7,136)
     
13.55
     
(1,567)
     
14.04
 
Exercised
   
-
     
-
     
-
     
-
 
                                 
Outstanding at June 30, 2015
   
508,391
   
$
6.96
     
625,465
   
$
9.06
 
 
At June 30, 2015, 501,723 stock options are fully vested and currently exercisable with a weighted average exercise price of $6.31 and a weighted average remaining term of 6.43 years. All warrants are fully vested and exercisable. Stock-based compensation recognized for the six months ending June 2015 and June 2014 was $302,981 and $352,762, respectively. The Company has $72,354 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over a weighted average period of approximately 9 months.
 
 
21

 

The following summarizes the status of options and warrants outstanding at June 30, 2015:
 
Range of Prices    
Shares
   
Weighted Remaining Life
 
Options
 
             
  $ 0.75       7,333       6.02  
  $ 3.10       59,681       10.00  
  $ 3.45       7,245       9.76  
  $ 4.875       134       7.70  
  $ 5.25       2,031       7.19  
  $ 5.625       192,000       7.71  
  $ 5.925       23,206       7.72  
  $ 6.00       123,998       7.13  
  $ 6.50       3,845       9.51  
  $ 6.60       5,332       6.57  
  $ 8.25       3,636       9.26  
  $ 9.9375       3,019       8.04  
  $ 10.50       3,238       8.04  
  $ 11.25       13,666       7.60  
  $ 12.75       3,401       8.29  
  $ 13.875       2,160       8.76  
  $ 15.00       3,334       8.72  
  $ 17.25       40,261       8.69  
  $ 18.75       3,334       8.65  
  $ 20.25       4,940       8.51  
  $ 21.75       1,336       8.28  
  $ 23.85       1,260       8.26  
                       
           
508,391
         
Warrants
 
                 
  $ 0.75       400       0.44  
  $ 6.00       102,857       2.71  
  $ 9.00       2,666       2.58  
  $ 9.75       155,545       4.10  
  $ 11.25       203,801       2.52  
  $ 12.375       71,257       4.11  
  $ 12.38       5,557       4.36  
  $ 13.50       4,444       2.97  
  $ 14.85       23,612       2.92  
  $ 20.25       1,481       3.63  
  $ 24.375       53,845       3.60  
           
625,465
         

Stock options and warrants expire on various dates from December 2015 to June 2025.
 
 
22

 
 
The shareholders approved an increase in authorized shares to 1,066,067 shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 2,666,667 shares in a special shareholder meeting held on September 7, 2011.
 
The shareholders approved an increase in authorized shares to 4,000,000 shares in a special shareholder meeting held on January 15, 2013.
 
The shareholders approved an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 666,667 shares and to increase the threshold of limitation on certain grants to 266,667 shares on April 15, 2013.
 
An increase from 4,000,000 to 10,666,667 authorized shares, and an amendment of the Company’s 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 1,333,334 shares was approved at the September 10, 2013 annual meeting.

On July 24, 2015, an amendment to the Certificate of Incorporation became effective, pursuant to which the authorized common stock was to 100,000,000 shares of common stock and the authorized preferred stock was increased to 20,000,000 shares.
 
Stock Options and Warrants Granted by the Company
 
The following table is the listing of stock options and warrants as of June 30, 2015 by year of grant:
 
 
Stock Options:
     
Year
 
Shares
   
Price
 
2011
   
11,666
   
 $
0.75
 
2012
   
126,029
     
5.25 - 6.00
 
2013
   
238,088
     
4.875 - 23.85
 
2014
   
65,681
     
6.50 – 18.75
 
2015
   
66,926
     
3.10 - 3.45
 
 Total
   
508,391
   
$
.75 - 25.613
 

Warrants:
           
Year
 
Shares
   
Price
 
2010
   
400
     
0.75
 
2011
   
-
     
-
 
2012
   
69,801
     
11.25
 
2013
   
267,579
     
6.00- 14.85
 
2014
   
161,375
     
12.375 – 24.375
 
2015
   
126,310
   
$
9.75 – 24.375
 
Total
   
625,465
   
$
0.75 - 24.375
 

 
23

 
    
NOTE 4 – SHORT-TERM NOTES PAYABLE
 
From July through September 2014, we entered into a series of securities purchase agreements pursuant to which we issued approximately $1.8 million original principal amount (subsequently reduced to approximately $1.6 million aggregate principal amount in accordance with their terms) of convertible promissory notes (the “2014 Convertible Notes”) and warrants exercisable for shares of our common stock for an aggregate purchase price of $1,475,000. Of this amount, we issued to SOK Partners, LLC, an affiliate of the Company, $122,196 original principal amount of the 2014 Convertible Notes and warrants exercisable for 5,431 shares of our common stock for an aggregate purchase price of $100,000. In April and May 2015, we issued and sold to a private investor additional Convertible Notes in an aggregate original principal amount of $275,000 for an aggregate purchase price of $250,000, containing terms substantially similar to the 2014 Convertible Notes (the “2015 Convertible Notes” and, together with the 2014 Convertible Notes, the “Convertible Notes”). No warrants were issued with the 2015 Convertible Notes.
 
Under a provision in the existing agreements, upon effectiveness of a resale registration statement covering certain shares, on September 9, 2014, the principal amount of the notes was reduced by 11%, to $1,603,260 and the number of Warrants was reduced by 11%, to 71,257 shares.

As of June 30, 2015, $927,663 aggregate principal amount of Convertible Notes, plus accrued and unpaid interest thereto, have been converted into shares of our common stock and $933,073 aggregate principal amount of Convertible Notes remains outstanding.

As described in Note 1 under “Subsequent Events”, in connection with the Company’s proposed offering of Units, the holders of the Convertible Notes have agreed to not exercise their right to convert the Convertible Notes into shares of the Company’s common stock, in exchange for the Company’s agreement to redeem all of the outstanding Convertible Notes promptly following the consummation of the Company’s offering of Units at a redemption price equal to 140% of the principal amount, plus accrued and unpaid interest to the redemption date. The Company estimates that the total redemption price to redeem all outstanding Convertible Notes will be approximately $1.4 million. Of this amount, approximately $167,031 will be paid to its affiliates in redemption of their Convertible Notes.  Each holder of the Convertible Notes that has agreed to the foregoing terms has entered into an Amendment to Senior Convertible Notes and Agreement with the Company.
 
NOTE 5 - LOSS PER SHARE
 
The following table presents the shares used in the basic and diluted loss per common share computations:
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Numerator:
                       
Net loss available in basic and diluted calculation
  $ (1,185,327 )   $ (1,735,954 )   $ (1,411,122 )   $ (3,352,949 )
                                 
Denominator:
                               
Weighted average common shares outstanding-basic
    3,263,356       2,968,279       3,182,706       2,958,965  
                                 
Effect of diluted stock options and warrants (1)
    -       -       -       -  
                                 
Weighted average common shares outstanding-basic
    3,263,356       2,968,279       3,182,706       2,958,965  
                                 
Loss per common share basic and diluted
  $ (0.36 )   $ (0.58 )   $ (0.44 )   $ (1.13 )
 
(1) The number of shares underlying options and warrants outstanding as of June 30, 2015 and June 30, 2014 are 1,133,856 and 847,848 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
 
 
24

 
 
NOTE 6 – INCOME TAXES
 
The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods.  Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
 
There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate.
 
During September 2013, the Company experienced an "ownership change" as defined in Section 382 of the Internal Revenue Code which could potentially limit the ability to utilize the Company’s net operating losses (NOLs). The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company’s value immediately before the ownership change.
 
At June 30, 2015, the Company had approximately $19.9 million of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in 2015, subject to the Section 382 limitation described above. The federal NOLs will expire beginning in 2022 if unused. The Company also had approximately $12.6 million of gross NOLs to reduce future state taxable income at December 31, 2014, which will expire in years 2022 through 2034 if unused. The Company's net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At December 31, 2014, the federal and state valuation allowances were $8.1 million and $1.0 million, respectively.
 
The valuation allowance has been recorded due to the uncertainty of realization of the benefits associated with the net operating losses. Future events and changes in circumstances could cause this valuation allowance to change.
 
The components of deferred income taxes at June 30, 2015 and December 31, 2014 are as follows:
 
   
June 30,
   
December 31,
 
   
2015
   
2014
 
             
Deferred Tax Asset:
               
Net Operating Loss
 
$
7,919,000
   
$
7,919,000
 
Other
   
1,150,000
     
1,150,000
 
Total Deferred Tax Asset
   
9,069,000
     
9,069,000
 
Less Valuation Allowance
   
9,069,000
     
9,069,000
 
Net Deferred Income Taxes
 
$
   
$
 
 
 
25

 

NOTE 7 – RENT OBLIGATION
 
The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $15,823 and $34,256 for the three and six months ended June 30, 2015 and was $15,447 and $33,056 for the three and six months ended June 30, 2014 respectively.
 
The Company’s rent obligation for the next five years is as follows:
 
2015
 
$
18,500
 
2016
 
$
38,000
 
2017
 
$
39,000
 
2018
 
$
3,600
 
2019
 
$
-
 
 
NOTE 8 – LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS
 
The Company adopted ASC 815- Derivatives and Hedging (“ASC 815”) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity's own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company's first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability.
 
The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $34.50 per share, a stock price of $26.25, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $37.50 to $16.50 per share in the underlying stock price. The Company realized a slight increase in the liability for existing warrants during the first quarter of 2012. In 2013 there was a significant decrease in the liability primarily due to current expirations and the amount of warrants reaching expiration in the near term. In 2014, all warrants expired and the liability was reduced to zero.

 
26

 
 
The inputs to the Black-Scholes model during 2009 through 2014 were as follows:
 
Stock price
 
$ 3.75 to $37.50
Exercise price
 
$ .75 to $25.613
Expected life
 
2.0 to 6.5 years
Expected volatility
 
59%
Assumed dividend rate
 
- %
Risk-free interest rate
 
.13% to 2.97%
 
The original valuations, annual gain/(loss) and end of year valuations are shown below:
 
   
Initial Value
   
Annual Gain (Loss)
   
Value at 12/31/09
   
2010 Gain (Loss)
   
Value at 12/31/10
   
2011 Gain (Loss)
   
Value at
12/31/2011
   
2012 Gain
(Loss)
   
Value
at12/31/2012
   
2013 Gain
(Loss)
   
Value
at12/31/2013
   
2014 Gain
(Loss)
   
Value at
12/31/2014
 
                                                                               
January 1, 2009 adoption
  $ 479,910     $ (390,368 )   $ 870,278     $ 868,772     $ 1,506     $ (88,290 )   $ 89,796     $ (21,856 )   $ 111,652     $ 100,053     $ 11,599     $ 11,599     $ -  
Warrants issued in quarter ended
6/30/2009
    169,854       20,847       149,007       147,403       1,604       (4,689 )     6,293       6,293       -       -       -       -       -  
Warrants issued in quarter ended
9/30/2009
    39,743       (738 )     40,481       40,419       62       (1,562 )     1,624       910       714       714       -       -       -  
Warrants issued in quarter ended 12/31/2009
    12,698       617       12,081       12,053       28       (724 )     752       415       337       337       -       -       -  
Subtotal
    702,205               1,071,847                                                                                  
Warrants issued in quarter ended
3/31/2010
    25,553                       25,014       539       (5,570 )     6,109       3,701       2,408       2,408       -       -       -  
Warrants issued in quarter ended
6/30/2010
    31,332                       30,740       592       (6,122 )     6,714       6,083       631       631       -       -       -  
Warrants issued in quarter ended
9/30/2010
    31,506                       20,891       10,615       (44,160 )     54,775       1,338       53,437       53,437       -       -       -  
Total
  $ 790,596     $ (369,642 )   $ 1,071,847     $ 1,145,292     $ 14,946     $ (151,117 )   $ 166,063     $ (3,116 )   $ 169,179     $ 157,580     $ 11,599     $ 11,599     $ -  
 
NOTE 9 – RELATED PARTY TRANSACTIONS
 
The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Rick Koenigsberger, a director, is a holder of membership units in SOK Partners. 

Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC
 
On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 9) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 299,509 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 648,050 shares of common stock. The collateral that secured these notes was released back to the Company.
 
The remaining disclosure of this Note 9 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances.
 
On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), and an investment partnership. Josh Kornberg, who is the Company’s Chief Executive Officer and interim Chairman of the Board, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company’s obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note included customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default would have resulted in the acceleration of the Company’s obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note had not been paid when due.
 
 
27

 
 
On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note was entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $4.88 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $4.88 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 61,539 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 61,539 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtained financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012.
 
As long as any amount payable under the SOK Note remained outstanding, SOK Partners or its designee were entitled to appoint a new member to the Company’s Board of Directors, to be appointed upon request. Ricardo Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012.
 
On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company’s obligations under the note were secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 20,623 shares of common stock. An additional 100,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters.
 
As long as any amount payable under the Herschkowitz Note remained outstanding, Dr. Herschkowitz or his designee was entitled to appoint a special advisor to the Company’s Board of Directors, to be appointed as a member of the Board upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012.
 
Pursuant to a letter dated April 20, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company’s assets, including patents and other intellectual property.
 
In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties’ intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA’s investments in the Company involving a high degree of risk and the Company’s contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company has issued in excess of 213,334 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution.
 
Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company’s assets, resulting from the Company’s defaults; (ii) the Company issued an aggregate 353,334 shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $1.05 per share from $4.88 per share, to satisfy the Company’s obligations to adjust for dilution under the March 14, 2012 letter agreement; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones; and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default.
 
In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default; and (b) occurs and accrues after the effective date of the letter agreement.
 
Dr. Herschkowitz and the Company acknowledged that 100,000 shares of the Company’s common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default.
 
 
28

 
 
Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013.
 
APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 176,667 shares to Dr. Herschkowitz, (ii) issued 176,667 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $1.05 per share from $4.88 per share.
 
In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger; and (iii) listing the Company’s shares on NASDAQ pursuant to an underwritten offering of the Company’s securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have been required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round; and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses.
 
In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000; and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million. On January 6, 2014 a side-letter to the forbearance agreement was signed between Dr. Herschkowitz and the Company. Skyline agreed that the private offering for its Series A Convertible Preferred Stock, plus any future offering of any class of its preferred stock, shall be considered a NASDAQ underwriting for purposes of Section 8(e) of the Forbearance Agreement. As such Dr. Herschkowitz received $200,000 or 3% of the gross proceeds of any such offering per the terms of Section 8(e) of the Forbearance Agreement. In addition, any listing of the Company’s shares on the New York Stock Exchange shall qualify as a NASDAQ underwriting under the Forbearance Agreement. For the avoidance of doubt, the payment in the aggregate for all offerings qualifying as a NASDAQ underwriting shall under no circumstances be less than $200,000 or greater than $1,000,000. Section 8(e) of the Forbearance Agreement will apply to any transactions consummated by Skyline on or before June 30, 2014.
 
As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of approximately 49% of the Company’s outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters.
                         
On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees.  The Company issued to these parties an aggregate 20,833 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 into 13,889 shares of common stock at $7.50 per share.
 
In December 2013 the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company wired $305,589.04 to SOK Partners in complete payment of the grid note, including interest.
 
In connection with the sale of the Preferred Shares on February 4, 2014 as described in Note 3, Josh Kornberg, our CEO, was one of the Purchasers. Mr. Kornberg purchased 19,231 Preferred Shares for a purchase price of $25,000 and received warrants to purchase 52 shares of common stock. As described in Note 1 under “Recent Developments,” in connection with the Company’s proposed offering of Units, the holders of a majority of the Preferred Shares, including Mr. Kornberg, have, as of July 20, 2015, agreed to exchange all of the outstanding Preferred Shares for units with the same terms as the Units (the “Exchange Units”).
 
On July 23, 2014, the Company entered into the a securities purchase agreement pursuant to which the Company agreed to issue and sell convertible notes and warrants to SOK, under the terms described in Note 4 of this Report. SOK’s note (the “SOK Note”) had an original principal amount of $122,196, and the warrant issued to SOK (the “SOK Warrant”) was to initially acquire up to 5,431 additional shares of Common Stock for an aggregate purchase price of $100,000 (with a reduced principal amount as described below representing an approximately 8.7% original issue discount). Under a provision in the existing agreements, upon effectiveness of a resale registration statement covering certain shares, on September 9, 2014, the principal amount of the SOK Note was reduced to $108,696 and the number of SOK Warrants was reduced to 4,831 shares. As described in Note 1 under “Recent Developments,” in connection with the Company’s proposed offering of Units, the holders of the Convertible Notes have agreed to not exercise their right to convert the Convertible Notes into shares of the Company’s common stock, in exchange for the Company’s agreement to redeem all of the outstanding Convertible Notes promptly following the consummation of the Company’s offering of Units at a redemption price equal to 140% of the principal amount, plus accrued and unpaid interest to the redemption date.
 
 
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Note 10 – Retirement Savings Plan
 
We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2015 and 2014, we matched 100%, of the employee’s contribution up to 4% of their earnings. The employer contribution was $6,652 and $14,713 for the three and six months ending June 30, 2015 and was $8,171 and $12,304 for the three and six months ending June 30, 2014, respectively.
 
Note 11 – Commitments and Contingencies
 
On July 17, 2014, Skyline Medical Inc. (the “Company”) and a stockholder entered into a settlement agreement and release (the “Settlement Agreement”) with Marshall Ryan (“Ryan”) and a company related to Ryan (together, the “Plaintiffs”). The settlement relates to a previously disclosed lawsuit by the Plaintiffs initiated in March 2014. Ryan is an engineer who previously worked with the Company on design of certain of the Company’s products. The lawsuit alleged among other things, breach of a 2008 consulting agreement, a 2006 manufacturing agreement and a 2006 supply agreement among the Plaintiffs and the Company, various claims of fraud and negligent misrepresentation, and breach of the duty of good faith and fair dealing.
 
Under the Settlement Agreement, the parties have agreed that the lawsuit will be dismissed. The Company has agreed to pay Ryan an aggregate of $500,000 in various cash installments through April 25, 2015, which amount includes $200,000 in installments that are payable during the remainder of 2014. The Settlement Agreement, among other things, extinguishes any prior claims of Plaintiffs for royalties or other alleged rights to payments under their prior agreements with the Company. Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. If the Company defaults on the required cash payments and fails to cure as provided in the Settlement Agreement, then Ryan will have the option to either sue Skyline to enforce the Settlement Agreement or rescind the Settlement Agreement, including returning all payments previously made thereunder.
 
The Settlement Agreement also contains mutual releases covering claims other than a breach of the Settlement Agreement. In the Settlement Agreement, Ryan fully, unconditionally and irrevocably affirms and ratifies the Company’s rights to Ryan’s prior patent assignments, and disclaims any right, title or interest in the Company’s Streamway product including any claims to royalties both past and future. In addition, the parties confirmed that the patents related to the Streamway product belong exclusively to Skyline and remain in full force and effect.

On April 27, 2015, the Company entered into a Third Extension of Settlement Agreement (the “Third Extension”) with Ryan and the Plaintiffs. Under the Third Extension the parties have agreed that in consideration for this Memorandum of Understanding Skyline will pay Ryan $50,000 to be added to the current balance; Skyline will pay 18% interest on the current balance retroactive to certain dates; all payments will be made in full by no later than June 2, 2015, except that if Skyline obtains gross funding, as measured from all its funding and revenue beginning on April 1, 2015, in the amounts specified below, payment shall accelerate as follows: if Skyline obtains gross funding of at least $2,000,000 or more but less than $4,000,000, it shall immediately pay $250,000 to Ryan toward the current balance; if Skyline obtain gross funding of at least $4,000,000 or more, it shall immediately pay any portion of the current balance, third extension payment and interest not already paid. Additionally, incremental payments to be deducted from the current balance will be made in the following amounts: Skyline will pay $15,000 on or before May 29, 2015. The incremental payment, if made, will be deducted from the December 24, 2015 payment due pursuant to Paragraph 1.3 of the Settlement Agreement.

Darryl C. Demaray, Brady P. Farrell, Christopher S. Howell and Ronald W. Walters v. Skyline Medical Inc. On April 29, 2015, the plaintiffs filed an action in District Court in Dakota County, Minnesota against the Company.  The four plaintiffs are current or former employees of the Company who were or are each engaged as a Regional Sales Manager.  The action alleges, among other things, breach of employment agreements, failure to pay certain cash and non-cash compensation, negligent misrepresentation and unjust enrichment.  The plaintiffs are seeking the amounts they claim are due, in addition to, among other things, certain penalties and certain attorney’s fees and costs. The Company’s records indicate that certain amounts are owing to these individuals. The Company intends to defend against the claims vigorously.
 
Note 12 – Supplemental Cash Flow Data
 
Cash payments for interest were $441 and $10,161 for the three and six months ended June 30, 2015 and were $3,468 and $21,606 for the three and six months ended June 30, 2014.
                          
 
Overview
 
We were incorporated in Minnesota in April 2002 under the name BioDrain Medical, Inc. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware corporation as the surviving corporation of the merger. We are a development stage company manufacturing an environmentally conscientious system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care.   Since our inception in 2002, we have invested significant resources into product development.  We believe that our success depends upon converting the traditional process of collecting and disposing of infectious fluids from the operating rooms of medical facilities to our wall-mounted Fluid Management System (“FMS”) and use of our proprietary cleaning fluid and filter kit.
 
 
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We currently have one regional sales manager to sell the STREAMWAY FMS. In 2014 we signed a contract with an independent distributor covering New York and surrounding areas as well as, two other independent contracting groups handling parts of the Midwest and the Southeast.  
 
Since inception, we have been unprofitable. We incurred net losses of approximately $1.2 million and $1.4 million for the three and six months ended June 30, 2015, and $1.7 million and $3.4 million for the three months and six months ended June 30, 2014, respectively. As of June 30, 2015 and June 30, 2014, we had an accumulated deficit of approximately $37.1 million and $32.0 million, respectively. We received approval from the FDA in April 2009 to commence sales and marketing activities of the STREAMWAY FMS system and shipped the first system in 2009. However, there was no significant revenue prior to 2011, primarily due to lack of funds to build and ship the product.

In the first quarter of 2014, the Company commenced sales of an updated version of the STREAMWAY FMS, which provides a number of enhancements to the existing product line including a more intuitive and easier to navigate control screen, data storage capabilities, and additional inlet ports on the filters, among other improvements. This updated version utilizes improved technology, including the capability for continuous flow and continuous suctioning, as covered by our provisional patent application filed in 2013 and our non-provisional patent application filed in January 2014. We sold eighty-nine STREAMWAY units to date.

We expect the revenue for STREAMWAY FMS units to increase significantly at such time as the hospitals approve the use of the units for their applications and place orders for billable units. We also expect an increase in trial based units. Trial basis units are either installed in or hung on the hospital room wall. The unit is connected to the hospital plumbing and sewer systems, as well as, the hospital vacuum system. The unit remains on the customer site for 2 – 4 weeks, as contracted, at no cost to the customer. However, the customer does purchase the disposable kits necessary to effectively operate the units. Once the trial period has expired the unit is either returned to the Company or purchased by the customer. If purchased, at that time, the Company invoices the customer based upon a contracted price negotiated prior to the trial.

We have never generated sufficient revenues to fund our capital requirements. We have funded our operations through a variety of debt and equity instruments. See “Liquidity and Capital Resources – Historical Financing” below. Our future cash requirements and the adequacy of available funds depend on our ability to sell our products. See “Plan of Financing; Going Concern Qualification” below.
 
As a company still in development, our limited history of operations makes prediction of future operating results difficult. We believe that period to period comparisons of our operating results should not be relied on as predictive of our future results.
 
Results of Operations
 
Revenue. The Company recognized $234,000 of revenue in the three months ended June 30, 2015 compared to $318,000 in revenue in the three months ended June 30, 2014. The Company recognized $385,000 of revenue in the six months ended June 30, 2015 compared to $389,000 in revenue in the six months ended June 30, 2014.The revenue in the first six months of 2015 included the sale of 14 STREAMWAY FMS systems plus disposable sales totaling $154,000.
 
Cost of sales. Cost of sales was $84,000 in the three months ended June 30, 2015 and $98,000 in the three months ended June 30, 2014. Cost of sales was $180,000 in the six months ended June 30, 2015 and $129,000 in the six months ended June 30, 2014. The gross profit margin was approximately 53% in the six months ended June 30, 2015 compared to 67% in the six months ended June 30, 2014. Our margins were reduced in the first six months as we replaced our original STREAMWAY units for the new iteration units at no charge to our customers. Our margins still vary as our initial production of the STREAMWAY has been released for sale. We expect our margins to increase over the remainder of the year (up to 64% in the three months ended June 30, 2015) as our manufacturing production becomes more consistent, and as increased sales allow us to achieve volume purchasing discounts on both equipment components and our cleaning solution. Over the next several quarters, we expect increases in revenues to exceed increases in costs related to increasing manufacturing and sales capabilities.
 
General and Administrative expense. General and administrative expense primarily consists of management salaries, professional fees, consulting fees, travel expense, administrative fees and general office expenses.
 
 
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General and Administrative (G&A) expenses decreased by $474,000 from the three months ended June 30, 2015 compared to June 30, 2014. G&A expenses decreased by $1,781,000 from the six months ended June 30, 2015 compared to June 30, 2014. The three month decrease was primarily due to $359,000 difference in miscellaneous expenses for settlement fees in 2014 for the Marshall Ryan litigation; $170,000 in legal costs associated with our private placements and the Ryan litigation in 2014; $64,000 in investor relations expenses associated with the private placements; $60,000 spent in 2014 on recruiting fees for regional sales managers; and $15,000 in reduced payroll expenses in 2015. Offsetting expenses were increases in 2015 for $134,000 in stock based compensation and investors stock compensation; $51,000 in audit fees and $45,000 in payroll tax penalties and interest. The six month decrease was primarily due to a $752,000 difference in waived bonuses and associated payroll taxes from Company executives; a $350,000 difference in miscellaneous expenses for settlement fees in 2014 for the Marshall Ryan litigation; a $218,000 for a payment pursuant to a forbearance agreement with Samuel Herschkowitz; a $256,000 difference in investor relations and investor stock compensation associated with private placements in 2014; a $268,000 difference in legal fees associated with the private placements and Ryan litigation in 2014; and $60,000 spent in 2014 on recruiting fees for regional sales managers. Offsetting expenses are increases in 2015 for $95,000 in payroll tax penalties and interest; and $48,000 in corporate insurance rates.
 
Operations expense. Operations expense primarily consists of expenses related to product development and prototyping and testing in the Company’s current stage.
 
Operations expense decreased by $141,000 in the three months ended June 30, 2015 compared to the three months ended June 30, 2014. The three month decrease was due to a $73,000 reduction from less activity in research and development, $30,000 from reduced external consulting for our software enhancements, $13,000 from a reduction in payroll in 2015 due to reduced staff; and a $14,000 reduction in our shipping and manufacturing supplies costs resulting from lower sales. Operations expense decreased by $384,000 in the six months ended June 30, 2015 compared to the three months ended June 30, 2014. The six month decrease was due to $129,000 from less activity in research and development, $151,000 from waived bonuses and associated payroll taxes from Company executives; $33,000 from reduced external consulting for our software enhancements, $38,000 from reduction in payroll in 2015 due to reduced staff; and a $17,000 reduction in our shipping and manufacturing supplies costs resulting from lower sales.
 
Sales and Marketing expense. Sales and marketing expense consists of expenses required to sell products through independent reps, attendance at trades shows, product literature and other sales and marketing activities.
 
Sales and marketing expenses decreased by $180,000 in the three months ended June 30, 2015 compared to the three months ended June 30, 2014. The three month decrease was due to a $90,000 reduction from a difference in salaries from reducing the sales managerial staff in 2015; $32,000 from a reduction in travel expense due to the reduced staff size; $32,000 from a reduction in employee benefits and payroll taxes due to reduced managerial staff; $15,000 from a reduction in marketing expenses and $12,000 from lower trade show costs. Sales expense decreased by $151,000 in the six months ended June 30, 2015 compared to the six months ended June 30, 2014. The six month decrease was due to a $75,000 reduction in payroll due to less sales managerial staff; a $51,000 reduction in travel expense due to the reduced staff size; a $27,000 reduction in employee benefits and payroll taxes due to reduced managerial staff; $15,000 less in marketing expenses; $23,000 less in trade show costs and $14,000 less in public relations expense. Offsetting these reductions was a $51,000 increase in stock compensation expense.
 
Interest expense. Interest increased by $174,000 in the three months ended June 30, 2015 compared to the three months ended June 30, 2014, due to amortization of debt discounts and interest for our convertible notes issued in the third quarter of 2014 that extend into 2015. Interest increased by $310,000 in the six months ended June 30, 2015 compared to the six months ended June 30, 2014, due to amortization of debt discounts and interest for our convertible notes issued in the third quarter of 2014 that extend into 2015.
 
The Gain on revaluation of equity-linked financial instruments reflected zero gain or loss in the six months ended June 30, 2015 compared to a gain of $11,500 in the six months ended June 30, 2014. The result in the current period was from all warrants having expired previously.
 
Liquidity and Capital Resources
 
Cash Flows
 
Net cash used in operating activities was $215,000 for the six months ended June 30, 2015 compared with net cash used of $1,947,000 for the 2014 period. The $1,733,000 decrease in cash used in operating activities was due to less payment to vendors causing an increase to accounts payable, decreases in inventory due to less purchasing and a reduction in prepaid expenses.

 
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Cash flows used in investing activities was $7,700 for the six months ended June 30, 2015 and $87,000 for the six months ended June 30, 2014. Due to cash restrictions there were no additional purchases of fixed assets and minimal payments of fees related to patents.
 
Net cash provided by financing activities was $250,000 for the six months ended June 30, 2015 compared to net cash provided of $1,973,000 for the six months ended June 30, 2014. In the second quarter of 2015 the Company received cash for two convertible notes totaling $250,000.
 
Capital Resources
 
We had a cash balance of $44,000 as of June 30, 2015. Since our inception, we have incurred significant losses. As of June 30, 2015, we had an accumulated deficit of approximately $37,200,000.
 
From inception to June 30, 2015, our operations have been funded through a bank loan and private convertible debt of approximately $5,685,000 and equity investments totaling approximately $9,168,000. See “Historical Financing” below.
 
In the first six months of 2015, we recognized $385,000 in revenues. Our product sales since the end of the second quarter have resulted in approximately $35,000 in revenues.
  
Plan of Financing; Going Concern Qualification
 
Since our inception, we have incurred significant losses, and our accumulated deficit was approximately $37.1 million as of June 30, 2015. Our operations from inception have been funded with private placements of convertible debt securities and equity securities, in addition to a past bank loan (not currently outstanding). We currently have no outstanding bank debt and no secured indebtedness.
 
We received $385,000 in revenues from product sales in the first two quarters of 2015; however, our operating losses and negative cash flow have continued, including operating cash flows of a negative $215,000 in the first two quarters of 2015, compared to a negative $1.9 million in the first two quarters of 2014. We anticipate that we will continue to incur net losses at least through 2015.
 
As we manage our cash resources, our cash balance continues to fluctuate depending on the timing of receipts of product revenues and continued financing transactions, as well as our need to pay for essential services and supplies to stay in operation. In April and May 2015, we raised gross proceeds of $100,000 and $150,000, respectively, from a private sale of convertible notes as described under “Historical Financing” below. These proceeds were used almost immediately, or will be used, to pay essential resources, in order to stay in operation. We are currently incurring negative operating cash flows of approximately $215,000, and our expenses are approximately $250,000 per month. Although we are attempting to curtail our expenses, there is no guarantee that we will be able to reduce these expenses significantly, and expenses for some periods may be higher as we prepare our product for broader sales, increase our sales efforts and maintain adequate inventories.
 
With limited cash available to fund our operating expenses, we have deferred or delayed payments to vendors, suppliers and service providers, opting instead to prioritize payments for personnel and essential resources. Our balance of debts, liabilities and cash obligations that are either considered past due or that will become due in calendar 2015 was approximately $6,889,678 as of June 30, 2015 and has continued to increase. We have negotiated payment arrangements with some of the parties to whom we owe payments, and in some cases we have incurred and will continue to incur interest, late fees and penalties that cause our balance of obligations to increase further. Further, the parties to whom we owe these amounts may assert that further penalties are appropriate for failure to pay obligations when due, and any such penalties, if imposed, may have a material adverse effect on our financial condition and results of operations. Our outstanding debt at June 30, 2015 included $933,074 in principal amounts of convertible notes that were originally due and payable July 23, 2015, if not yet converted or redeemed. The holders of these notes have agreed to extend the maturity of these notes to September 30, 2015. These notes are not subject to automatic conversion upon the completion of a qualified public offering. In connection with the contemplated public offering described below, the holders of a portion of such notes previously agreed, on a voluntary basis, to convert their notes at closing; however, this agreement to convert is no longer binding on the holders of the convertible notes.
 
In September 2014, we filed a registration statement with the SEC in connection with a proposed public offering of common stock and warrants. To date, this offering has not been completed. Although we continue to pursue a public offering, we may not be able to complete the offering, or the offering proceeds may not be sufficient to allow us to list our common stock on NASDAQ or any other exchange, or the offering proceeds may not be sufficient to fund our operations until we have positive cash flow or operate profitably. If we do not complete this public offering, we will continue to seek to raise sufficient capital to operate our business. If financing is available, it may be highly dilutive to our existing stockholders and may otherwise include burdensome or onerous terms.
 
 
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Unless and until we are able to raise sufficient capital, our lack of cash will continue to constrain our business and subject us to significant risks, including the following. First, we may be unable to make the necessary investment in personnel, equipment or other resources to effectively pursue our business plan. Second, our suppliers, vendors and service providers could slow down or stop supplying components or services or could stop extending credit in connection with commercial transactions, which could curtail our business. Third, we may be subject to lawsuits from claimants relating to past due balances, if we cannot work out or continue to renegotiate payment terms. There is no assurance that we will be able to successfully defend against such claims, and our creditors or claimants may seek to seize our assets or assert other judicial remedies. Ultimately, any or all of the above factors could lead to a possible reduction or suspension of our operations, ultimately forcing us to declare bankruptcy, reorganize or go out of business. Should this occur, the value of any investment in our securities could be adversely affected, and an investor would likely lose all or a significant portion of their investment.
 
As a result of the above factors, our independent registered public accounting firm has indicated in their audit opinion, contained in our financial statements included in our report on Form 10-K, that they have serious doubts about our ability to continue as a going concern. The financial statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Historical Financing
 
We have funded our operations through a combination of debt and equity instruments. We funded our early operations through a bank loan of $41,400, an equity investment of $68,000 from the Wisconsin Rural Enterprise Fund (“WREF”) and $30,000 in early equity investment from several individuals.  WREF had also previously held debt in the form of three loans of $18,000, $12,500 and $25,000.  In December 2006, WREF converted two of the loans totaling $37,500 into 43,000 shares of our common stock.  In August 2006, we secured a $10,000 convertible loan from one of our vendors.  In February 2007, we obtained $4,000 in officer and director loans and in March 2007, we arranged a $100,000 convertible note from two private investors.  In July 2007, we obtained a convertible bridge loan of $170,000.  In June 2008, we paid off the remaining $18,000 loan from WREF and raised approximately $1.6 million through a private common stock offering completed in October 2008.  The $170,000 convertible bridge loan and the $4,000 in officer and director loans were converted into shares of our common stock in October 2009.  During 2009, we raised an additional $725,000 in a private placement of stock units and/or convertible debt, with each stock or debt unit consisting of, or converting into, respectively, one share of our common stock, and a warrant to purchase one share of our common stock at $.65 per share.   
 
In 2010, we raised approximately $229,000 in equity and $605,000 in convertible debt.
 
In 2011, we raised $1,386,000 in equity and $525,000 in convertible debt, including the convertible debt investment by Dr. Samuel Herschkowitz described under Note 9 to the Financial Statements.
 
In 2012, the Company raised $696,000 in equity and $529,000 in convertible debt, and $818,000 of debt was converted into equity. This convertible debt included advances on a convertible promissory note from SOK Partners, LLC, and an investment fund affiliated with one of our directors, for approximately $357,000. See Note 9 to the Financial Statements. On November 6, 2012, we entered into additional note purchase agreements with Dr. Samuel Herschkowitz, pursuant to which on the same date, we issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. Pursuant to the note purchase agreements, we issued to these parties an aggregate 20,833 shares of common stock in consideration of placement of the notes. The convertible notes bore interest at a rate of 20% per annum and were secured by a security interest in the Company’s accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this financing were used to pay off approximately $155,000 in principal amount of secured indebtedness.
 
The Company also raised an additional $300,000 from the sale of convertible notes in January 2013. Also, in January and March 2013, the Company raised an additional $500,000 from a second private sale of equity securities. In addition, in March 2013, the Company completed a further private sale of common stock for an aggregate purchase price of $500,000. In June 2013, the Company raised an additional $1,000,000 from the sale of convertible notes. In the third quarter we also borrowed the remaining $243,000 principal amount of our convertible note payable to SOK Partners, LLC. During the third quarter of 2013, the holders of convertible notes, including Dr. Samuel Herschkowitz and SOK Partners, LLC, converted $1,506,000 of outstanding debt, including principal and interest, into equity. The Company converted the promissory notes totaling $314,484 and $680,444, respectively, including principal and interest, on September 11, 2013 for 299,509 and 648,043 shares, respectively, at $1.05 per share. Also during the third quarter of 2013, we raised approximately $1,044,000 through the cash exercise of warrants by investors who were offered a reduction in the exercise price in connection with the exercise. In December 2013 the Company raised $280,000 in the form of a short term non-convertible note with 10% interest based on a 365 day year from SOK Partners, LLC. In January 2014 an additional $20,000 was raised and added to the original note to SOK Partners, LLC. Josh Kornberg the CEO, is a 50% managing partner in SOK Partners, LLC.
 
On February 4, 2014, (the “Closing Date”) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”) pursuant to a Securities Purchase Agreement with certain investors (the “Purchasers”) purchased 20,550 Preferred Shares, and warrants (the “Warrants”) initially to acquire an aggregate of approximately 21,334 shares of Common Stock. The Preferred Shares were convertible into shares of Common Stock at an initial conversion price of $19.50 per share of Common Stock. The Warrants were initially exercisable at an exercise price of $24.38 per share and expire after five years from the Closing Date. Since the Common Stock was not listed on the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing Date, as such the Company was required to issued additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into.