The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
NOTE 1 – ORGANIZATION AND OPERATIONS
Manhattan Scientifics, Inc., a Delaware corporation (formerly Grand Enterprises, Inc) (“Grand”) was established on July 31, 1992 and has two wholly-owned subsidiaries: Metallicum, Inc. (“Metallicum”), Senior Scientific LLC (“Senior Scientific”). On June 12, 2008, the Company acquired Metallicum, Inc, for 15,000,000 shares of Company’s common stock, Manhattan Scientifics, Inc., operates as a technology incubator that seeks to acquire, develop and commercialize life-enhancing technologies in various fields, with emphasis in the areas of nano-technologies and nano-medicine. In this capacity, the Company continues to identify emerging technologies through strategic alliances with scientific laboratories, educational institutions, and scientists and leaders in industry and government. The Company has a long standing relationship with Los Alamos Laboratories in New Mexico. During 2008, the Company refocused its efforts from the development of its fuel cell technologies to its current focus on the development of nanomaterials through the acquisition of Metallicum.
Metallicum is a nanotechnology start-up company located in Colorado. Metallicum Inc. has focused on the development and manufacture of nanostructured metals for medical implants and other applications. Metallicum intends to establish manufacturing partner relationships with major Fortune 500 metals companies and strategic partnering with significant customers in the medical device & prosthetics industries as well as in auto, truck, & aircraft manufacturing industries. Metallicum’s initial products include nanostructured bulk metals and alloys in the form of rod, bar, wire and foil. The Company conducts its operations primarily in the United States.
Manhattan Scientifics purchased Metallicum to acquire its licensed rights to patented technology. The technology is comprised of three US Patents (US Patent numbers 7152448, 6197129 and 6399215) for which Metallicum (subsequently, Manhattan) had been assigned an exclusive license rights by Los Alamos National Security LLC (LANL). Under the license rights, Metallicum had all rights, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, and improvements on the patents or trade secrets whether or not patentable or registrable under copyright or similar laws.
In January 2009, the Company entered into a patent license agreement with Los Alamos National Security, LLC for the exclusive licensing use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Pursuant to such agreement the Company provided a non-refundable fee and 2,000,000 shares of common stock. Additionally, the Company is required to pay an annual license fee starting in February 2010 and royalties on future net sales.
In September 2009, the Company entered into a technology transfer agreement with Carpenter Technologies Corporation (“Carpenter”). Wherein Carpenter will fully develop, manufacture and market a new class of high strength metals under an exclusive technology transfer agreement from Manhattan Scientifics and the Los Alamos National Laboratory. The proprietary process will enable super-strength metals and alloys to make products that weigh far less than in the past and without significant cost premiums.
On May 31, 2011, the Company entered into an Agreement and Plan of Reorganization (“Nanomedicine Agreement”) by and among the Company, Scientific Nanomedicine, Inc. (“Nanomedicine”), Edward, R. Flynn (“Flynn”) and Edward R. Flynn and Maureen A. Flynn, as Co-Trustees of the Edward R. Flynn and Maureen A. Flynn Revocable Trust u/t/a dated 10/25/2006 (“Trust”); and entered into a Purchase Agreement (“Senior Scientific Agreement”) by and among the Company, Senior Scientific LLC, (“Senior Scientific”) and Flynn.
Under the Nanomedicine Agreement, the Company has agreed to purchase all of the common stock of Nanomedicine. The purchase price for the common stock of Nanomedicine is 21,667,000 restricted shares of the Company’s voting common stock (less 7,667,000 shares already issued) pursuant to the Acquisition Option Agreement, dated February 8, 2010, among the Company, Nanomedicine, Flynn and Senior Scientific. Nanomedicine holds the commercial rights to technology and intellectual property with respect to the early detection of diseases using nanotechnologies.
Under the Senior Scientific Agreement, the Company has agreed to purchase all of the membership interests of Senior Scientific. The purchase price for the membership interests of Senior Scientific is 1,000 restricted shares of the Company’s voting common stock. Senior Scientific operates a research laboratory in New Mexico.
On November 17, 2016, Senior Scientific merged with and into Imagion Biosystems, Inc., a Nevada corporation (“Imagion”). Following the merger, Imagion held all of the liabilities, obligations and assets of Senior Scientific and the Company continued as the sole equity holder of Imagion. On November 29, 2016, the Company announced a plan to have Imagion pursue an IPO and listing on the Australian Stock Exchange (ASX). During the two months ended February 28, 2017, Imagion raised a total of approximately $2.7 million from investors for 62 million shares of common stock. Manhattan Scientifics presently owns approximately 50.1% of the issued and outstanding shares of Imagion.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
Manhattan Scientifics success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.
On February 11, 2015, the Company entered into a Settlement Agreement and Mutual General Releases (the "Settlement Agreement") with Carpenter Technology Corporation related to the agreement discussed in Note 7, pursuant to which the parties settled and released each other from any and all liabilities and claims related to the Carpenter Agreements.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
BASIS OF CONSOLIDATION:
The consolidated financial statements include the accounts of Manhattan Scientific, Inc. and its wholly owned subsidiaries Metallicum and Senior Scientific. All significant intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements include the operating activities of Metallicum and Senior Scientific for the years ended December 31, 2016 and 2015.
The fiscal year end of the Company is December 31.
GOING CONCERN:
As of December 31, 2016 the Company has cumulative losses totaling $(61,338,000) and negative working capital of $602,000. The Company had a net loss of $6,108,000 for the year ended December 31, 2016. Because of these conditions, the Company will require additional working capital to develop business operations. The Company intends to raise additional working capital through the continued licensing of its technology as well as to generate revenues for other services. The Company is also contemplating the spin-off of one of its subsidiaries. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company’s working capital requirements. To the extent that funds generated are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
USE OF ESTIMATES:
The preparation of consolidated 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 amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.
Management makes estimates that affect, carrying value of the Company’s patents, deferred income tax assets, estimated useful lives of property and equipment, useful lives of intangible assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the year in which such adjustments are determined.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents for the purposes of the statement of cash flows.
CASH CONCENTRATION:
The Company’s cash accounts are fully insured up to $250,000. As of December 31, 2016 and 2015, the Company had cash accounts exceeding insured amount totaling $750,000 and $4,750,000, respectively.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
PROPERTY AND EQUIPMENT:
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes.
IMPAIRMENT OF LONG-LIVED ASSETS:
The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10,
Property, Plant and Equipment,
where applicable to all long lived assets. FASB ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360-10. FASB ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
INTANGIBLE ASSETS:
License Agreements
In 2008, the Company obtained licenses to the rights of certain patents regarding nanostructured materials developed by another company as a result of the acquisition of Metallicum. The purchase price paid for these licenses was $305,000, which represented its fair value. The Company obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. At December 31, 2016 and December 31, 2015, accumulated amortization was $255,000 and $225,000, respectively. Under the terms of the agreement, the Company may be required to pay royalties, as defined, to the licensors.
In 2009, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. The purchase price paid for this license agreement was $33,000 based on the fair market value of 2,000,000 shares of common stock issued. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. At December 31, 2016 and 2015, accumulated amortization was $26,000 and $23,000, respectively. Under the terms of the agreement, the Company is required to pay an annual license fee of $10,000 starting in February 2010 and, may be required to pay royalties, as defined, to the licensors.
In 2011, the Company acquired Scientific Nanomedicine, Inc., which holds the commercial rights to technology and intellectual property with respect to the early detection of diseases using nanotechnologies. The acquisition of Scientific Nanomedicine, Inc. has been accounted for as an asset purchase since this company had no tangible assets or liabilities and did not have the business inputs and outputs to be considered a business. The purchase price totaling $1,300,000 (fair value of 21,667,000 shares of common stocks issued) has been allocated to in process research and development and is being amortized over its estimated benefit period of 10 years. At December 31, 2016 and 2015, accumulated amortization was $726,000 and $596,000. We subsequently dissolved Scientific Nanomedicine and transferred all remaining assets to Senior Scientific LLC.
INCOME TAXES
The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s consolidated balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.
BASIC AND DILUTED LOSS PER SHARE
In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2016 and 2015, 77,748,182 and 71,798,000 dilutive shares were excluded from the calculation of diluted loss per common share.
RESEARCH AND DEVELOPMENT:
Research and development costs are expensed as incurred and amounted to $3,335,000 and $2,937,000 for the years ended December 31, 2016 and 2015.
INVESTMENTS:
Available-for-Sale Investments
Investments that the Company designates as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). The Company determines the cost of the investment sold based on the specific identification method. The Company’s available-for-sale investments include:
|
·
|
Marketable equity securities
The Company acquires these equity investments for the promotion of business and strategic objectives. The Company records the realized gains or losses on the sale or exchange of marketable equity securities in gains (losses) on other equity investments, net.
|
Non-Marketable and Other Equity Investments
The Company accounts for non-marketable and other equity investments under either the cost or equity method and includes them in other long-term assets. The non-marketable and other equity investments include:
|
·
|
Non-marketable cost method investments
when the equity method does not apply. The Company records the realized gains or losses on the sale of non-marketable cost method investments in gains (losses) on other equity investments, net.
|
REVENUE RECOGNITION:
To date the only revenue generated is from the sale of field technology developed by Metallicum related to the Company’s nanotechnology, services provided and sample materials (See Note 8).
Revenue is recognized when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) transfer of technology (intellectual property) has been completed or services have been rendered; (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Service revenue is recognized when specific milestones are reached or as service is provided if there are no discernible milestones.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
STOCK-BASED COMPENSATION:
The Company accounts for stock-based compensation based on the fair value of all option grants or stock issuances made to employees or directors on or after its implementation date (the beginning of fiscal 2006), as well as a portion of the fair value of each option and stock grant made to employees or directors prior to the implementation date that represents the unvested portion of these share-based awards as of such implementation date, to be recognized as an expense, as codified in ASC 718. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. Compensation expense is recognized only for those awards that are expected to vest, and as such, amounts have been reduced by estimated forfeitures. The Company has historically issued stock options and vested and non-vested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices for identical assets and liabilities in active markets;
Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.
The fair value of the Company’s debt as of December 31, 2016 and 2015 approximated their fair value at those times.
Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of December 31, 2016 and 2015 because of the relative short term nature of these instruments. At December 31, 2016 and 2015, the fair value of the Company’s debt approximates carrying value.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
NOTE 3 – RELATED PARTY AND FORMER OFFICERS NOTES PAYABLE
The former Chief Operating Officer has a notes payable balance totaling $450,000 at December 31, 2015. The loan bears interest at 5.5% per annum and was initially due December 31, 2002 and have been mutually extended. Under the terms of the note extension dated December 12, 2007, the loan bears interest at 5% per annum and are now due. On December 31, 2016, the Company wrote off the entire $450,000 balance of the note payable and $312,500 of interest accrued, thereupon. The Company therefore recognized a gain on forgiveness of debt in the amount of $762,500.
On November 10, 2016, the Company, via Imagion, its wholly-owned subsidiary, entered into a Note Purchase Agreement with Interim Investors, pursuant to which Imagion would issue promissory notes for any amounts borrowed under the Agreement. The Interim Investors may invest up to a total of $500,000 under the Note Purchase Agreement. The Note accrue interest at the rate of 8% per annum, provided, however, in the event of a default, interest shall accrue at 10% per annum. As of December 31, 2016, the Company borrowed a total of $275,000. Interest expense and accrued interest during the year ended December 31, 2016 was $2,000.
NOTE 4 – CONVERTIBLE NOTES PAYABLE
From October 21, 2011 to April 26, 2012, the Company issued convertible notes for $600,000 (the "Convertible Notes") of which $200,000 was received on October 21, 2011, $100,000 was received on January 31, 2012 and $300,000 was received on April 26, 2012. Additionally, the note holder was issued warrants for 6,000,000 shares of the Company’s common stock with an exercise price of $0.05 that expire on October 15, 2015 ("Warrants"). During September 2015, the Company and the holder mutually agreed to extend the expiration of the 6,000,000 warrants to October 15, 2018, the rest of the terms of the warrants remained the same. The incremental fair value for the modification of the warrants was valued at $190,000 and recorded to additional paid in capital. The conversion feature to the note payable has been accounted for as an original issue discount approximating $296,000 which has been fully accreted as of December 31, 2012. The warrant associated with the note has been accounted for as a debt discount with an approximate value of $296,000 which has been allocated to the note’s fully accreted value of $896,000 (original note amount plus original debt discount) on proportionate basis which amounted to $195,000. The warrant value of $252,000 was determined using the Black-Scholes option pricing model based on the following assumptions: 2 year term; volatility rate of 134% to 135%; and discount rate of 2.5%. For the year ended December 31, 2012, the Company has recorded an expense associated with original debt discount and expense associated with the debt discount (warrants) of $422,000. Accordingly, the carrying net value of this note at December 31, 2016, and 2015 was $0. In October 2015, the Company had issued 15,045,513 shares of common stock related to the conversion and extinguishment of the notes.
During 2014 and 2013, the Company issued convertible notes for $2,500,000 through its wholly-owned subsidiary, Senior Scientific, LLC. The convertible notes bear interest at 8%, mature four years from the date of issuance, and are convertible into either: (1) membership interests of Senior Scientific, LLC equal to the quotient of the principal due of the convertible notes divided by $2,500,000 multiplied by 18% of the total equity of Senior Scientific, LLC outstanding as of the date hereof; or (2) the number of shares of common stock of the Company equal to the quotient of the principal and interest payable due of the convertible notes divided by a conversion price of $0.055 per share. The Company may not prepay the convertible notes. In the event of a default and so long as the default exists, interest on the convertible notes will accrue at 10%. The Company must account for all accrued interest on the convertible notes on the first calendar day of each quarter. The conversion feature to the note payable has been accounted for as an original issue discount approximating $1,045,000 which $684,000 has been accreted as of December 31, 2016. The Company has recorded the accreted original issue discount as interest expense totaling $262,000 and $261,000 for the years ended December 31, 2016 and 2015. Accordingly, the carrying net value of these notes at December 31, 2016 and 2015 totals $2,139,000 and $1,877,000, respectively, comprising of $2,500,000 (original face value) plus the unamortized debt discount of $360,000 at December 31, 2016, and unamortized original debt discount of $622,000 at December 31, 2015.
NOTE 5 – CAPITAL TRANSACTIONS
Preferred Stock
The Company has a total of 1,000,000 shares of authorized preferred shares which are segregated into four classes of preferred stock.
The Company has 182,525 authorized shares of convertible, redeemable, 10 percent cumulative, Class A, Preferred Stock with $0.001 par value. One Class A, Preferred share is convertible into 50 restricted common shares and will be entitled to the number of votes equal to the number of shares of common stock into which such holder’s shares of Series A Preferred stock could be converted at the time of the vote. Class A, Preferred Stock is redeemable by the Company at $15 per share. Upon liquidation the holders of Series A Preferred stock will be entitled to be paid out of the assets available for distribution of the corporation an amount equal to $10 per share, before any payment will be made to the common shareholders. As of December 31, 2016 and 2015, no shares of Preferred Stock were issued and outstanding.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
The Company has 250,000 authorized shares of Class B, Preferred Stock with $0.001 par value. As of December 31, 2016 and 2015, 49,999 shares of Preferred Stock were issued and outstanding. Class B preferred shares are convertible at a rate of 1 Series B preferred share to 10 common shares.
The Company has 14,000 authorized shares of redeemable, convertible, Class C, Preferred Stock with $100 stated value. Class C, Preferred Stock is not entitled to receive dividends unless dividends are paid on common stock. Upon liquidation Class C, Preferred Stock shall be treated as if it were converted to common stock prior to liquidation. Class C, Preferred Stock is convertible at $100 divided by the 10 day average closing price of common stock. The Class C, Preferred Stock is redeemable by the Company at the stated value. As of December 31, 2016 and 2015, no shares of Preferred Stock were issued and outstanding.
On November 5, 2013, the Company entered into a Conversion Agreement with Marvin Maslow (the "Holder") pursuant to which the Company agreed to convert $1,057,608 of debt (the "Debt"), including principal and interest, currently owed to Holder into 105,761 shares of Series D Preferred Shares of the Company. The Debt has been outstanding since 2007.
The above transactions were approved by the Board of Directors of the Company. The Series D Preferred Stock does not pay dividends and does not have a liquidation preference. The Holder of the Series D Preferred Stock will be entitled to 20 votes for each share of common stock that the Series D Preferred Stock are convertible into. The Series D Preferred Stock has a conversion price of $0.055 (the “Conversion Price”) and a stated value of $10.00 (the “Stated Value”) per share. Each share of Series D Preferred Stock is convertible, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing Stated Value by the Conversion Price.
Holder may only convert the Series D Preferred Stock upon certain Convertible Promissory Notes, whether presently outstanding or to be issued, issued to three accredited investors (the "Note Investors") in accordance with those certain Convertible Note Purchase Agreements between the Company and the Note Investors dated April 3, 2013, have either (i) been converted in full or in part by the Note Investors into shares of common stock of the Company, (ii) the Note Investors have sold or assigned all or a part of their Convertible Promissory Notes to third parties, or (iii) the Note Investors have been paid in full or in part. The Holder will only be permitted to convert such number of Series D Preferred Stock equal to the pro rata amount of the Convertible Promissory Notes converted, assigned or paid. In the event the Note Investors agree in writing that these restrictions may be terminated, then the Holder will be entitled to convert the Series D Preferred Stock at the Holder’s election and the above restrictions will be null and void. Additionally, Holder may not convert the Series D Preferred Stock until the ten day average daily trading volume is greater than $20,000.
In the event the Holder terminates its consulting agreement or violates a non-compete covenant, then the Series D Preferred Shares shall be returned to the Company for cancellation and the Company shall be obligated on the Debt. As the Series D Preferred Stock is conditionally redeemable, the Company has recorded the Series D Preferred Stock as mezzanine equity in the accompanying consolidated balance sheet.
The Company has 447,804 and 447,804 undesignated blank check preferred stock, $0.001 par value, authorized as of December 31, 2016 and 2015. The preferred shares are to be issued in such series and to have such rights, preferences, and designation as determine by the Board of Directors of the Company.
Common Stock
The Company has a total of 950,000,000 shares of authorized common shares. As of December 31, 2016 and 2015, 533,781,064 and 537,398,549 shares of common stock were issued and outstanding, respectively.
Stock activity during 2016
On or about August 26, 2015, the Board of Directors of the Company approved a stock repurchase program, whereby the Company is authorized to purchase shares of its common stock with a value of up to $500,000 in open market transactions at the discretion of management. Through the year ended December 31, 2016, the Company repurchased a total of 3,617,485 shares for $333,952. As of March 31, 2016, the Board of Directions of the Company retired all 3,617,485 shares held in treasury.
Stock activity during 2015
In January 2015, the Company issued 1,000,000 shares of common stock to a party for services with a total value $90,000.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
In March 2015, the Company issued 1,000,000 shares of common stock and warrant for 2,500,000 shares of common stock one of the Company’s directors for legal services rendered with a total value of $160,000.
In May 2015, the Company awarded 250,000 shares of common stock to a consultant for services rendered with a total value of $18,000 which such shares were issued in July 2015.
In May 2015, the Company issued 625,000 shares of common stock for satisfaction of an accrued liability for legal services previously rendered in 2014 with a total value of $69,000.
In June 2015, the Company awarded 3,000,000 shares of common stock to a consultant for services rendered with a total value of $180,000 which such shares were issued in July 2015.
In June 2015, the Company awarded all members of the Company’s board of director’s stock options for 500,000 shares each for a total of 3,000,000 shares, with an exercise price of $0.05 per share with a 10 year life. The stock options awarded totaled $137,000 which the Company used the Black-Scholes option pricing model to calculate the compensation expense for the option grants using the following inputs: exercise price of $0.05 per share, risk free rate of 2.0%, volatility of 149% and zero dividends.
On August 7, 2015, holders of convertible notes payable in the aggregate of $896,000 elected to convert the entire balance of the convertible notes. As a result, the Company recorded a stock payable of $896,000 for the 10,285,714 shares of common stock owed to the convertible note holders and extinguish both the $600,000 face value of the convertible notes and $296,000 of original debt discount. In November 2015, the Company had issued 15,045,513 shares of common stock related to the stock payable.
On or about August 26, 2015, the Board of Directors of the Company approved a stock repurchase program, whereby the Company is authorized to purchase shares of its common stock with a value of up to $500,000 in open market transactions at the discretion of management. During the year ended December 31, 2015, the Company repurchased 3,556,148 shares, for a total cost of $330,000. As of December 31, 2015, $164,000 was available to be repurchased under the authorized program. Treasury shares totaling 3,556,148 are being held in treasury until such time as they are reissued or retired, at the discretion of the Board of Directors.
On November 11, 2015, an option holder exercised his option to purchase 100,000 shares of our common stock for total cash proceeds of $6,000.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
Options
In 2000, the Company’s Board of Directors adopted the 2000 Equity Incentive Plan (the "2000 Plan"). The 2000 Plan authorizes the issuance of options, right to purchase Common Stock and stock bonuses to officers, employees, directors and consultants. The Company reserved 30,000,000 shares of common Stock for awards to be made under the 2000 Plan.
On September 14, 2001, the Company filed a registration statement on Form S-8 to register 900,000 of these shares. On November 19, 2001, an additional 550,000 shares of common stock were registered for issuance under the 2000 Plan. On January 30, 2002, an additional 975,000 shares of common stock were registered for issuance under the 2000 Plan. On March 22, 2002, an additional 925,000 shares of common stock were registered for issuance under the 2000 Plan. On July 12, 2002, an additional 990,000 shares of common stock were registered for issuance under the 2000 Plan. On January 17, 2003, the Company registered an additional 8,000,000 of common stock for issuance under the 2000 Plan.
The 2000 Plan is administered by a committee of two or more members of the Board of Directors or, if no committee is appointed, then by the Board of Directors. The 2000 Plan allows for the issuance of incentive stock options (which, pursuant to Section 422 of the Internal Revenue Code, can only be granted to employees), non-qualified stock options, stock appreciation rights, stock awards, or stock bonuses. The committee, or the Board of Directors if there is no committee, determines the type of option granted, the exercise price, the option term, which may be no more than ten years, terms and conditions of exercisability and methods of exercise. Options must vest within ten-years. Under the 2000 Plan, the exercise price may not be less than fair market value on the date of grant for the incentive stock options. The 2000 Plan also allows for the granting of Stock Appreciation Rights. No Stock Appreciation Rights have been granted. The number of shares under the 2000 Plan available for grant at December 31, 2016 and 2015 was 18,869,763 and 18,869,763.
In November 2004, the Company’s Board of Directors adopted the 2004 Consultant Stock Plan (the "2004 Plan"). The purpose of this 2004 Consultant Stock Plan is to advance the Company’s interests by helping the Company obtain and retain the services of persons providing consulting services upon whose judgment, initiative, efforts and/or services we are substantially dependent, by offering to or providing those persons with incentives or inducements affording such persons an opportunity to become owners of our capital stock. The Company reserved 2,000,000 shares of Common Stock for awards to be made under the 2004 Plan. A registration statement on Form S-8 was filed with the SEC on November 26, 2004 to register the shares underlying the 2004 plan. The 2004 Plan is administered by a committee of two or more members of the Board of Directors or, if no committee is appointed, then by the Board of Directors. The committee or the Board of Directors if there is no committee, determines who is eligible to receive awards under the plan, grant awards and interpret the 2004 Plan. The number of shares under the 2004 Plan available for grant at December 31, 2016 and 2015 was 500,000.
On May 9, 2005, the Company’s Board of Directors adopted the 2005 Equity Compensation Plan (the "2005 Plan"). The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to our success, by offering them an opportunity to participate in the Company’s future performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. The Company reserved 10,000,000 shares of Common Stock for awards to be made under the 2005 Plan. The 2005 Plan is administered by a committee of two or more members of the Board of Directors or, if no committee is appointed, then by the Board of Directors. The committee or the Board of Directors if there is no committee, determines who is eligible to receive awards under the plan, grant awards and interpret the 2005 Plan. A registration statement on Form S-8 was filed with the SEC on June 8, 2005 to register the shares underlying the 2005 plan. The number of shares under the 2005 Plan available for grant at December 31, 2016 and 2015 was -0-.
In January 2015, our Board of Directors adopted the 2015 Incentive Stock Plan (the "2015 Plan"). The purpose of this Plan is to provide incentive stock options (which, pursuant to Section 422 of the Internal Revenue Code, can only be granted to employees), non-qualified stock options, stock appreciation rights, stock awards, or stock bonuses. The committee, or the Board of Directors if there is no committee, determines the type of option granted, the exercise price, the option term, which may be no more than ten years, terms and conditions of exercisability and methods of exercise. Options must vest within ten-years. Under the 2015 Plan, the exercise price may not be less than fair market value on the date of grant for the incentive stock options. The 2015 Plan also allows for the granting of Stock Appreciation Rights. No Stock Appreciation Rights have been granted. The number of shares under the 2015 Plan available for grant at December 31, 2016 and 2015 was 4,000,000.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
Set forth in the table below is information regarding awards made through compensation plans or arrangements through December 31, 2016, the most recently completed fiscal year.
At December 31, 2016, the 48,805,000 outstanding options had an aggregate intrinsic value of $1,959,000.
Equity Compensation Plan Information
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
Equity compensation plans approved by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
23,369,763
|
|
Total
|
|
|
—
|
|
|
|
—
|
|
|
|
23,369,763
|
|
A summary of the Company’s stock option activity and related information is as follows:
|
|
Number of
Options
|
|
|
Exercise Price
Per Share
|
|
|
Weighted
Average
Exercise Price
|
|
|
Number of
Options
Exercisable
|
|
Outstanding as of December 31, 2014
|
|
|
40,480,000
|
|
|
|
|
|
|
|
|
|
40,480,000
|
|
Granted
|
|
|
3,575,000
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
|
3,575,000
|
|
Exercised
|
|
|
(1,200,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,200,000
|
)
|
Expired
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Outstanding as of December 31, 2015
|
|
|
42,855,000
|
|
|
|
|
|
|
|
|
|
|
|
42,855,000
|
|
Granted
|
|
|
5,950,000
|
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
|
5,950,000
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Outstanding as of December 31, 2016
|
|
|
48,805,000
|
|
|
|
|
|
|
|
|
|
|
|
48,805,000
|
|
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
Exercise prices and weighted-average contractual lives of 48,805,000 stock options outstanding as of December 31, 2016 are as follows:
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Exercise
Price
|
|
|
Number
Outstanding
|
|
|
Weighted Average Remaining Contractual Life
|
|
|
Weighted Average Exercise Price
|
|
|
Number
Exercisable
|
|
|
Weighted Average Exercise Price
|
|
$
|
0.01
|
|
|
|
25,000,000
|
|
|
|
0.67
|
|
|
$
|
0.01
|
|
|
|
25,000,000
|
|
|
$
|
0.01
|
|
$
|
0.05
|
|
|
|
3,000,000
|
|
|
|
7.08
|
|
|
$
|
0.05
|
|
|
|
3,000,000
|
|
|
$
|
0.05
|
|
$
|
0.06
|
|
|
|
2,000,000
|
|
|
|
7.87
|
|
|
$
|
0.06
|
|
|
|
2,000,000
|
|
|
$
|
0.06
|
|
$
|
0.07
|
|
|
|
9,250,000
|
|
|
|
4.31
|
|
|
$
|
0.07
|
|
|
|
9,250,000
|
|
|
$
|
0.07
|
|
$
|
0.08
|
|
|
|
575,000
|
|
|
|
3.74
|
|
|
$
|
0.08
|
|
|
|
575,000
|
|
|
$
|
0.08
|
|
$
|
0.14
|
|
|
|
3,000,000
|
|
|
|
6.24
|
|
|
$
|
0.14
|
|
|
|
3,000,000
|
|
|
$
|
0.14
|
|
$
|
0.26
|
|
|
|
30,000
|
|
|
|
2.95
|
|
|
$
|
0.26
|
|
|
|
30,000
|
|
|
$
|
0.26
|
|
The fair value of options granted were determined using the Black-Scholes option-pricing model.
Warrants:
The Company issued the following warrants at the corresponding weighted average exercise price as of December 31, 2016.
|
|
Warrants
|
|
|
Weighted average Exercise Price
|
|
Outstanding as of December 31, 2014
|
|
|
25,243,182
|
|
|
$
|
0.07
|
|
Issued/Vested
|
|
|
3,700,000
|
|
|
$
|
0.11
|
|
Cancelled/Expired
|
|
|
-
|
|
|
|
|
|
Outstanding as of December 31, 2015
|
|
|
28,943,182
|
|
|
$
|
0.07
|
|
Issued/Vested
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Cancelled/Expired
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of December 31, 2016
|
|
|
28,943,182
|
|
|
$
|
0.07
|
|
Date
|
|
Number of Warrants
|
|
|
Exercise
Price
|
|
|
Contractual
Life
Remaining
|
|
Number of
Shares
Exercisable
|
|
April 2012
|
|
|
6,000,000
|
|
|
$
|
0.05
|
|
|
3.8 year
|
|
|
6,000,000
|
|
January 2014
|
|
|
909,091
|
|
|
$
|
0.09
|
|
|
2.1 year
|
|
|
909,091
|
|
February 2014
|
|
|
9,125,000
|
|
|
$
|
0.08
|
|
|
2.1years
|
|
|
9,125,000
|
|
March 2014
|
|
|
909,091
|
|
|
$
|
0.09
|
|
|
2.2 years
|
|
|
909,091
|
|
August 2014
|
|
|
800,000
|
|
|
$
|
0.08
|
|
|
2.7 years
|
|
|
800,000
|
|
November 2014
|
|
|
7,500,000
|
|
|
$
|
0.11
|
|
|
2.9 years
|
|
|
7,500,000
|
|
March 2015
|
|
|
2,500,000
|
|
|
$
|
0.12
|
|
|
3.2 years
|
|
|
2,500,000
|
|
July 2015
|
|
|
300,000
|
|
|
$
|
0.05
|
|
|
3.5 years
|
|
|
300,000
|
|
August 2015
|
|
|
300,000
|
|
|
$
|
0.05
|
|
|
3.6 years
|
|
|
300,000
|
|
September 2015
|
|
|
300,000
|
|
|
$
|
0.05
|
|
|
3.7 years
|
|
|
300,000
|
|
October 2015
|
|
|
300,000
|
|
|
$
|
0.05
|
|
|
3.8 years
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,943,182
|
|
|
|
|
|
|
|
|
|
28,943,182
|
|
The fair value of warrants granted were determined using the Black-Scholes option-pricing model.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
NOTE 6 – INCOME TAXES
The provision for income taxes on the statements of operations consists of $-0- and $-0- for the years ended December 31, 2016 and 2015, respectively. Deferred tax assets are comprised of the following at December 31:
|
|
2016
|
|
|
2015
|
|
Net operating loss carryforward
|
|
$
|
10,564,000
|
|
|
$
|
8,216,800
|
|
Temporary differences
|
|
|
6,688,000
|
|
|
|
6,592,000
|
|
Less valuation allowance
|
|
|
(17,252,000
|
)
|
|
|
(14,808,800
|
)
|
Deferred tax asset, net
|
|
|
-
|
|
|
|
-
|
|
Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. At December 31, 2016 and 2015, management determined that realization of these benefits is not assured and has provided a valuation allowance for the entire amount of such benefits. At December 31, 2016 and 2015, net operating loss carryforwards were approximately $43,347,000 and $37,239,000, respectively, for federal tax purposes that expire at various dates through 2031 and for state tax purposes expire through 2025.
Utilization of net operating loss carryforwards may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, as amended, and similar state regulations. The annual limitation may result in the expiration of substantial net operating loss carryforwards before utilization.
For December 31, 2016 and 2015, the provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (40% in 2016 and 2015) to income taxes as follows:
|
|
2016
|
|
|
2015
|
|
Tax benefit computed at 40%
|
|
$
|
96,000
|
|
|
$
|
434,000
|
|
Change in valuation allowance
|
|
|
2,347,200
|
|
|
|
3,204,800
|
|
Change in carryovers and tax attributes
|
|
|
(2,443,200
|
)
|
|
|
(3,638,800
|
)
|
Income tax provision
|
|
|
-
|
|
|
|
-
|
|
NOTE 7 – COMMITMENTS
Operating Leases
The Company’s principal executive offices in New York are leased on a month to month basis for $500 per month. For the years ended December 31, 2016 and 2015, rent expense was $6,000, and $6,000 respectively.
Litigation
The Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of December 31, 2016 and 2015, the Company was not party to any material litigation, claims or suit whose outcome could have material effect to the financial statements.
During February 2016, a former employer of one or our employees filed a suit in Circuit Court for Montgomery County against the former employee claiming breach of restrictive covenants of an employment agreement. The employee has defended themselves against the claim and the court has not enforced the terms of the agreement against our employee with the court ruling that the former employer has failed to show that it is likely to succeed on the merits of its claim.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
License Agreement
As discussed in Note 1, the Company entered into a patent license agreement with Los Alamos National Security LLC for the exclusive use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Under the terms of the agreement, the Company may be required to pay royalties, as defined, to the licensors. The license rights also require the Company to meet certain milestones. Twelve months from the effective date of the license rights agreement Manhattan will initiate negotiations with at least five companies regarding manufacture and distribution of licensed products. Within twenty-four months Manhattan will establish capability for manufacturing a licensed product in New Mexico and within thirty-six months Manhattan will either manufacture a licensed product or close a sublicense agreement, or initiate a request for required government approval for a licensed product.
Metallicum, Inc.
In June 2008, the Company completed the purchase of Metallicum, Inc., a privately held research and development company of nano-structured materials, by acquiring all of the outstanding capital stock of Metallicum, Inc. for a total purchase price of $305,000. In connection with the Metallicum acquisition, the Company has agreed to pay additional consideration in future periods, based upon the attainment by the acquired entity of defined operating objectives. In accordance with FASB ASC 805, the Company does not accrue contingent consideration obligations prior to the attainment of the objectives. At December 31, 2016, maximum potential future consideration pursuant to such arrangements, to be resolved over the following years, is the potential issuance of 15 million restricted shares of the Company’s common stock having a current approximate value of $1,050,000. Any such payments would result in increases in intangible assets.
The required milestones for the issuance of these contingent shares are as follows:
|
1.
|
Metallicum is granted an exclusive license by The Los Alamos National Laboratory (LANL) on patent numbers U.S.7152448, U.S.6399215 and U.S. 6197129 related to nanostructured materials.
|
|
|
|
|
2.
|
Metallicum sells nanostructured titanium to a partner or customer company which manufactures and sells in the United States a nonostructured titanium product which receives, if required, FDA approval.
|
|
|
|
|
3.
|
Metallicum, with purchaser’s cooperation, develops and submits U.S. patent applications to protect the current titanium nanostructuring technology for dental implants and additional medical device applications
|
|
|
|
|
4.
|
Metallicum secures commercial contracts for, in purchaser’s reasonable good faith judgment, material sales of nanostructured metal with at least two customers.
|
Upon achieving milestones 1 and 2 Metallicum will receive 6,000,000 shares of common stock. Upon achieving each milestone 3, 4 and 5 Metallicum shareholders will receive 3,000,000 shares of common stock for each milestone reached. As of December 31, 2016, the Company has so far only achieved milestone 1.
Institut Straumann AG
In January 2013, the Company entered into a licensing agreement with a party granting certain licensing rights to the Company's nanostructured metal technology. Pursuant to the party is obligated to pay the Company in accordance with the following schedule: $180,000 during January 2013; $30,000 by June 1, 2013; $30,000 by December 31, 2013; $30,000 by December 1, 2014; and $30,000 upon commercial launch by the party or the latest December 1, 2015, which final payment has not been received. For the years ended December 31, 2016 and 2015, the Company recorded the receipt of $0 as revenue.
In November 2015, the Company entered into a Material Transfer Agreement with a party in the dental implant business, whereby the Company will apply its technology for use in sample materials the party provided to MSI. Pursuant to the Agreement, party is obligated to pay MSI in accordance with the following schedule: $30,000 within 7 days of execution of the Agreement; $14,000 within 7 days of delivery of the Material from the first iteration; and the final $14,000 within 7 days of delivery of the Material from the second iteration. Through the years ended December 31, 2016 and 2015, MSI earned $105,000 and $30,000, respectively, and recorded such amount as revenue.
MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015
NOTE 8 – TECHNOLOGY SALE AND SUB-LICENSE AGREEMENT
On September 12, 2009, the Company entered into a contract with Carpenter Technology Corp. to sell certain nanostructured metal technologies acquired from Metallicum, Inc, its wholly owned subsidiary, to Carpenter and to provide sub-license rights to Carpenter covering license agreements that the Company has from Los Alamos Laboratories. The agreement has two distinct elements: a sale and services agreement and a sub-license agreement. The first element irrevocably transfers the field technology to Carpenter Technology Corporation and Carpenter many develop or use the technology for its own benefit. Carpenter agrees to pay a sales price of $600,000 and pay royalties for products developed using this technology. In addition, the Company can receive additional service income for assisting Carpenter in the production process. These additional services are elective and do not affect the sale of the technology. The second element of the agreement is a sub-license to Carpenter for patents (the LANL patents) that are licensed by the Company from Los Alamos Laboratories. The sub-license agreement obligates Carpenter to pay MSI a running royalty on the sales of products that require license to the LANL patents but does not have any upfront fee or annual minimum royalties.
The Company recognized the sales revenue upon transfer of the technology and the service income over the term of the agreement. The royalty income will be recognized as products are developed using the field technology or sub-license.
For the years ended December 31, 2016 and 2015, the Company earned $0 and $64,000, respectively, and recorded such amount as revenue. The amount received by the Company relates to services provided under the first element of the contract regarding additional services. The Company earned service income for time that a consultant to the Company, Dr. Lowe, made himself available to Carpenter in accordance with the Technology Transfer Agreement. The fees earned pursuant to the agreement with Carpenter are being proportionately recognized as revenue based upon the total fees to be collected over a 42 month period. The 42 month period is based on the time periods described in the Agreement (6 months after effective date), (12 months after effective date), and (each of the first 3 anniversaries of Annuity date where the “Annuity date” is the date of the latter of 18 months after the effective date or the date Manhattan Scientific fully satisfies its duties under of the Agreement).
In January 2013, the Company entered into a licensing agreement with a party granting certain licensing rights to the Company's nanostructured metal technology. As consideration: the Company received $180,000 in January 2013, and will receive $30,000 by June 1, 2013; $30,000 by December 31, 2013; $30,000 by December 1, 2014; and $30,000 upon commercial launch by the party or the latest December 1, 2015. For the years ended December 31, 2016 and 2015, the Company recorded the receipt of $0 as revenue.
NOTE 9 – SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASES
On February 11, 2015, the Company entered into a Settlement Agreement and Mutual General Releases (the "Settlement Agreement") with Carpenter Technology Corporation related to the agreement discussed in Note 8, pursuant to which the parties settled and released each other from any and all liabilities and claims related to the Carpenter Agreements.
Under the terms of the Settlement Agreement and as consideration for the full and final settlement and satisfaction of all claims that the Company has or could assert against Carpenter in connection with the Carpenter Agreements, Carpenter will: (1) pay the Company $8,000,000 within 10 days from the date of the Settlement Agreement; (2) transfer and/or assign to the Company all physical and intellectual property which was the subject matter of the Carpenter Agreements free and clear of all liens and encumbrances; (3) provide the Company with follow on technical assistance; and (4) provide the Company with a complete list of all customers and contacts for same related to the technology which was the subject matter of the Carpenter Agreements. In addition, under the terms of the Settlement Agreement, neither party may disparage the other and the Carpenter Agreements were terminated and rendered null and void. As of the date this filing, the Company has received the $8,000,000 portion of the Settlement Agreement, including the physical and intellectual property. The Company has obtained an independent valuation on the physical property, estimated at $6,938,000, as follows:
|
|
Appraised
|
|
|
|
Fair Value
|
|
Operating & spare dies for 2A
|
|
$
|
24,000
|
|
Gen 2B die set
|
|
|
35,000
|
|
Operating & spare dies for 2B
|
|
|
65,000
|
|
Lube and colling skid for 2C
|
|
|
40,000
|
|
Furnace 2C Cell
|
|
|
97,000
|
|
ECAP 2 Machine
|
|
|
675,000
|
|
ECAP 2A Machine
|
|
|
675,000
|
|
ECAP 2B Machine
|
|
|
1,825,000
|
|
EcAP 2C Machine
|
|
|
3,502,000
|
|
|
|
|
|
|
Total appraised asset fair value
|
|
$
|
6,938,000
|
|
|
|
|
|
|
Less accumulated depreciation
|
|
|
(520,000
|
)
|
Appraised fair value, net
|
|
$
|
6,418,000
|
|
The Company has recorded income on the appraised value of the physical property totaling $6,938,000 and $8,000,000 cash consideration received as a Gain on Settlement Agreement totaling $14,938,000. The Company has not obtained a valuation report with respect to the value of the intellectual property transferred in this transaction.
During the year ended December 31, 2015, the Company changed the accounting treatment of the depreciable life of the transferred assets from a 5-year to a 10-year useful life. Its reason for doing so was that the appraiser of the assets estimated the useful life of the assets to be at least 10 years. The change in useful life is reflected on a retroactive basis, the cumulative effect of which resulted in a decrease in depreciation expense and accumulated depreciation of $520,000 during the year ended December 31, 2015. This also resulted in an increase in earnings per share (basic) of $0.01 during the year ended December 31, 2015.
NOTE 10 – IMAGION BIOSYSTEMS SPIN-OUT
On November 17, 2016, Senior Scientific, a wholly owned subsidiary of the Company, merged with and into Imagion Biosystems, Inc., a Nevada company (“Imagion”). Following the merger, Imagion held all of the liabilities, obligations and assets of Senior Scientific and the Company continued as the sole equity holder of Imagion.
On November 22, 2016, Imagion issued a Promissory Note in the principal amount of $6,900,000 to the Company (the “Intercompany Note”) payable on the one year anniversary. The Intercompany Note does not accrue interest, provided, however, in the event of a default, interest shall accrue at 10% per annum. Upon the completion of the partial buyout and replacement of the Senior Notes (issued by Imagion during 2014 and 2013, as set forth in Note 4, above) held by the Senior Lenders, as set forth in the Spinout Approval, the Intercompany Note shall automatically be equal to $250,000 (the “Minimum Principal Balance”) plus $1. All obligations of Imagion to the Company under the Intercompany Note shall be subordinate to all obligations of Imagion under the Convertible Notes (together with any replacement notes issued therefor) issued by Imagion or its predecessor. Further, upon the approval of the registration statement for Imagion’s Initial Public Offering (the “Effective Date”), Imagion shall convert the principal and interest in excess of the Minimum Principal Balance for shares of Imagion’s common stock equal to the amount of shares that would cause the sum of (a) all shares of Imagion’s common stock issued to the Company prior to the Effective Date and (b) all shares of Imagion’s common stock issued to the Company upon conversion of the Intercompany Note, to equal 50.1% of Imagion’s total number of common shares issued or issuable on a fully diluted basis; provided, however, if the preceding sum is greater than 50.1% of Imagion’s total number of common shares issued or issuable on a fully diluted basis, the excess balance shall be converted into one share of Imagion’s common stock. Upon the completion of the Imagion’s Initial Public Offering, Imagion shall convert the Minimum Principal Balance and all other amounts due for interest for shares of Imagion’s common stock at a price per share equal to the price paid by investors in Imagion’s Initial Public Offering; provided, however, Imagion may, at its discretion, pay the Company the Minimum Principal Balance and all other amounts due in cash.
On November 1, 2016, the Company, Senior Scientific and the Senior Lenders entered into a Spinout Approval whereby the Senior Lenders approved the merger of Senior Scientific into Imagion. Further, the Senior Lenders have agreed that upon receipt of an aggregate payment of $2,000,000 by Imagion to the Senior Lenders, the Senior Notes shall be amended, restated and replaced by a Convertible Promissory Note (the “Replacement Notes”) in an amount equal to all amounts owed under the Senior Notes less $2,000,000. The Replacement Notes shall continue to be guaranteed by the Company and the collateral securing the Senior Notes. Further, the Senior Notes maturity date was extended to April 3, 2018.
NOTE 11 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statement were available to be issued and there were no material subsequent events to disclose, except as described below.
On January 9, 2017, Imagion, MHTX and (the “Interim Investor #3”) entered into a Note Purchase Agreement pursuant to which the Interim Investor #3 invested $65,000 in consideration of Promissory Notes issued by Imagion (the “Interim Imagion Note”) payable on the one year anniversary. The Interim Investor or other investors may invest up to a total of $500,000 under the Note Purchase Agreement. The Interim Imagion Note accrues interest at the rate of 8% per annum, provided, however, in the event of a default, interest shall accrue at 10% per annum. The Interim Imagion Note is subordinate to the Senior Notes. The Company, Imagion and the Interim Investor #3 also entered an Irrevocable Proxy as well as a Voting Agreement whereby the Company granted the Interim Investors a right to vote its Imagion shares to carry out the spinout plan and the parties agreed to vote their Imagion shares to provide for one director of Imagion to be appointed by the Company and four directors to be appointed by the Interim Investors. During January 2017, the amounts loaned were $65,000.
During the two months ended February 28, 2017, Imagion raised a total of approximately $2.7 million from investors for 62 million shares of common stock.
On February 2, 2017, Imagion repaid a total of $2 million of debt to three lenders and the remaining balance of $500,000 was renegotiated and replaced with three new convertible promissory notes. The notes bear interest at 8% per annum with default interest at 10% per annum. The notes are due in February 2019 with a balloon payment of principal and accrued interest. In addition, at the close of the initial public offering (“IPO”) the note will automatically convert into shares of common stock at the conversion price equal to the price per share paid by investors in the IPO and any accrued interest will be paid in cash.