Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Jan. 22, 2016 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SCIVANTA MEDICAL CORP | ||
Entity Central Index Key | 1,093,285 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 262,500 | ||
Entity Common Stock, Shares Outstanding | 6,359,055 |
Balance Sheets
Balance Sheets - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Current assets: | ||
Cash | $ 21,658 | $ 26,114 |
Prepaid expenses | 6,969 | 6,673 |
Total current assets | 28,627 | 32,787 |
Current liabilities: | ||
Accounts payable | 102,086 | 101,055 |
Accounts payable - related party | 369,479 | 211,898 |
Accrued expenses | 119,046 | 62,144 |
Convertible debentures | 694,791 | 617,262 |
Total current liabilities | 1,285,402 | 992,359 |
Notes payable | 105,000 | 105,000 |
Total liabilities | $ 1,390,402 | $ 1,097,359 |
Commitments and contingencies | ||
Stockholders' deficiency: | ||
Preferred stock, $.001 par value; 20,000,000 shares authorized; no shares issued | ||
Common stock, $.001 par value; 500,000,000 shares authorized; 6,359,055 issued and outstanding | $ 6,359 | $ 6,359 |
Additional paid-in capital | 23,080,594 | 23,070,589 |
Accumulated deficit | (24,448,728) | (24,141,520) |
Total stockholders' deficiency | (1,361,775) | (1,064,572) |
Total liabilities and stockholders' deficiency | $ 28,627 | $ 32,787 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2015 | Oct. 31, 2014 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 6,359,055 | 6,359,055 |
Common stock, shares oustanding | 6,359,055 | 6,359,055 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Statements Of Operations [Abstract] | ||
Revenue | ||
Operating expenses: | ||
General and administrative | $ 236,273 | $ 426,168 |
Gain on settlement of accounts payable | (80,656) | |
Loss from operations | $ (236,273) | (345,512) |
Interest expense | (70,935) | (78,869) |
Net loss | $ (307,208) | $ (424,381) |
Net loss per common share, basic and diluted | $ (0.05) | $ (0.07) |
Weighted average number of common shares outstanding, basic and diluted | 6,359,055 | 6,148,090 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity Deficiency - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Oct. 31, 2013 | $ (831,320) | $ 5,429 | $ 22,880,390 | $ (23,717,139) |
Beginning Balance. shares at Oct. 31, 2013 | 5,429,384 | |||
Shares issued as payment of accounts payable | 30,000 | $ 231 | $ 29,769 | |
Shares issued as payment of accounts payable, shares | 230,769 | |||
Shares issued as payment of accounts payable - related party | 60,000 | $ 462 | 59,538 | |
Shares issued as payment of accounts payable - related party, shares | 461,538 | |||
Shares issued as payment of interest due on February 1, 2007 convertible debentures | 16,000 | $ 123 | 15,877 | |
Shares issued as payment of interest due on February 1, 2007 convertible debentures, shares | 123,078 | |||
Shares issued as payment of interest due on May 20, 2011 convertible debenture | 8,000 | $ 57 | 7,943 | |
Shares issued as payment of interest due on May 20, 2011 convertible debenture, shares | 57,143 | |||
Shares issued as payment of interest due on August 15, 2012 convertible debenture | 8,000 | $ 57 | 7,943 | |
Shares issued as payment of interest due on August 15, 2012 convertible debenture, shares | 57,143 | |||
Discount on convertible debentures issued on December 12, 2013 and April 1, 2014 | 36,796 | 36,796 | ||
Discount on convertible debentures issued on December 12, 2013 and April 1, 2014, Shares | ||||
Stock based compensation | 32,333 | 32,333 | ||
Net loss | (424,381) | $ (424,381) | ||
Ending Balance at Oct. 31, 2014 | (1,064,572) | $ 6,359 | $ 23,070,589 | $ (24,141,520) |
Ending Balance, shares at Oct. 31, 2014 | 6,359,055 | |||
Discount on convertible debentures issued on February 12, 2015 and September 14, 2015 | 10,005 | $ 10,005 | ||
Discount on convertible debentures issued on February 12, 2015 and September 14, 2015, shares | ||||
Net loss | (307,208) | $ (307,208) | ||
Ending Balance at Oct. 31, 2015 | $ (1,361,775) | $ 6,359 | $ 23,080,594 | $ (24,448,728) |
Ending Balance, shares at Oct. 31, 2015 | 6,359,055 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (307,208) | $ (424,381) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation expense | 32,333 | |
Gain on settlement of accounts payable | (80,656) | |
Accretion of interest on convertible debentures | $ 12,534 | 29,058 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (296) | 5,345 |
Accounts payable | 1,031 | (3,873) |
Accounts payable - related party | 157,581 | 175,239 |
Accrued expenses | 56,902 | 52,756 |
Net cash used in operating activities | $ (79,456) | (214,179) |
Cash flows from financing activities: | ||
Repayment of notes payable | (4,615) | |
Proceeds from issuance of convertible debentures | $ 75,000 | 225,000 |
Net cash provided by financing activities | 75,000 | 220,385 |
(Decrease) increase in cash | (4,456) | 6,206 |
Cash - beginning of year | 26,114 | 19,908 |
Cash - end of year | $ 21,658 | 26,114 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 54 | |
Cash paid for income taxes | $ 500 | 500 |
Noncash financing activities: | ||
Issuance of 461,538 shares of common stock as payment of accounts payable - related party | 60,000 | |
Issuance of 230,769 shares of common stock as payment of accounts payable | 30,000 | |
Issuance of 237,364 shares of common stock as payment of interest due on convertible debentures | 32,000 | |
Discount recorded in connection with issuance of convertible debentures | $ 10,005 | $ 36,796 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Oct. 31, 2014shares | |
Statements Of Cash Flows [Abstract] | |
Common stock shares issued as payment of certain accounts payable related party | 461,538 |
Common stock shares issued as payment of certain accounts payable | 230,769 |
Common stock shares issued as payment for interest due on convertible debentures | 237,364 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Oct. 31, 2015 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Scivanta Medical Corporation (“Scivanta” or the “Company”), originally incorporated in New Jersey on November 29, 1982, is currently a Nevada corporation headquartered in Spring Lake, New Jersey. The Company ceased selling all products during the fiscal year ended October 31, 2004. On November 10, 2006, the Company licensed the exclusive world-wide rights to develop, manufacture and distribute certain proprietary technologies known as the Scivanta Cardiac Monitoring System (the “SCMS”), a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. The Company has ceased all development activity related to the SCMS. On January 22, 2016, the Company and the licensor terminated the license agreement related to the SCMS (see Note 4). The Company’s strategy for business development is focused on the acquisition, through licensing or purchasing, of medical devices, pharmaceuticals and other proprietary technologies, patented products or services. Any such acquisitions will be contingent upon the Company’s ability to secure the financing required to fund such acquisitions. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Oct. 31, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 2 . Basis of Presentation The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant recurring operating losses and negative cash flows from operations. The Company had a working capital deficiency of $1,256,775 and an accumulated deficit of $24,448,728 as of October 31, 2015. The Company has not made $625,000 of principal payments due on certain convertible debentures and, as a result, these obligations can be placed in default by the holders. The Company also has no lending relationships with commercial banks and is dependent on the completion of a financing involving the private placement of its securities in order to continue operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company continues to seek equity and/or debt investors and from time to time engages placement agents to assist the Company in this initiative. Effective November 1, 2011, each of the Company’s officers agreed to waive the annual base salary due to them and each of the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors. The Company has also paid certain obligations with shares of its common stock and has deferred certain other vendor payments until the Company secures sufficient additional debt or equity financing. While the Company is pursuing the opportunities and actions described above, there can be no assurance that it will be successful in its efforts. If the Company is unable to secure additional capital, it will explore other strategic alternatives, including, but not limited to, the sale of the Company. Any additional equity financing may result in substantial dilution to our stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Oct. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Use of Estimates The preparation of the 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 may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The fair value of the convertible debentures and the notes payable approximate fair value since these investments are at market rates currently available to the Company. Concentration of Credit Risk The Company has no significant off balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist of cash. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed federally-insured limits. Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the Company recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Research and Development The Company expenses research and development costs as incurred. Initial and milestone payments made to third parties in connection with technology license agreements are also expensed as incurred as research and development costs, up to the point of regulatory approval. Payments made to third parties subsequent to regulatory approval will be capitalized and amortized over the estimated remaining useful life of the related product. Stock Based Compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). All stock-based payments to employees are grants of stock options that are recognized in the statement of operations based on their fair values at the date of grant. Stock-based compensation expense for employee awards is recognized on a straight-line basis over the requisite service period of the award. The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees.” All stock-based payments to non-employees are issuances of warrants that are recognized in the statement of operations based on the value of the vested portion of the warrant issuance as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. Scivanta estimates forfeiture rates for all unvested awards when calculating the expense for a period. In estimating the forfeiture rate, Scivanta monitors both stock option and warrant exercises as well as employee termination patterns. During the fiscal years ended October 31, 2015 and 2014, the Company recorded non-employee stock-based compensation expense of $0 and $32,333, respectively, which amounts were included in general and administrative expenses. Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are deemed to be dilutive. The dilutive effect of the outstanding stock options, warrants and convertible debt is computed using the treasury stock method. For the fiscal year ended October 31, 2015, diluted net loss per share did not include the effect of 203,332 shares of common stock issuable upon the exercise of outstanding options, 750,000 shares of common stock issuable upon the exercise of outstanding warrants and 3,166,667 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive. For the fiscal year ended October 31, 2014, diluted net loss per share did not include the effect of 206,832 shares of common stock issuable upon the exercise of outstanding options, 596,154 shares of common stock issuable upon the exercise of outstanding warrants and 2,397,436 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive. Recent Accounting Pronouncements Applicable to the Company The Company does not believe there are any recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position or results of operations. |
Amended and Restated SCMS Licen
Amended and Restated SCMS License Agreement | 12 Months Ended |
Oct. 31, 2015 | |
Amended and Restated SCMS License Agreement [Abstract] | |
Amended and Restated SCMS License Agreement | 4. Amended and Restated SCMS License Agreement On February 14, 2011, the Company entered into an Amended and Restated Technology License Agreement with The Research Foundation of State University of New York, for and on behalf of the University at Buffalo (the “Foundation”), Donald D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren (“Lundgren”). The Foundation, Hickey and Lundgren shall be collectively referred to herein as the “Licensor”. The Amended and Restated Technology License Agreement, as further amended on March 14, 2013, is referred to herein as the “License Agreement”. Pursuant to the License Agreement, the Licensor granted the Company the exclusive world-wide rights to develop, manufacture and distribute certain proprietary technologies known as the SCMS. A cash payment of $105,000 is payable by the Company to Hickey as follows: (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology (see Note 9). On January 22, 2016, the Company and the Licensor entered into an agreement to terminate the License Agreement (the “License Termination Agreement”). The Company and the Licensor released each other from any and all claims and liabilities related to the License Agreement, including the $105,000 payment due to Hickey (see Note 9). In addition, pursuant to the License Termination Agreement, the Company assigned all intellectual property related to the SCMS to the Licensor and returned all property in its possession related to the SCMS to the Licensor. |
Income Taxes
Income Taxes | 12 Months Ended |
Oct. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 5. Income Taxes The difference between the statutory federal income tax rate on the Company’s pre-tax loss and the Company’s effective income tax rate is summarized as follows: Years Ended October 31, 2015 October 31, 2014 Amount Percent Amount Percent Income tax provision at federal statutory rate $ (104,451 ) 34 % $ (144,290 ) 34 % Effect of state taxes, net of federal benefit (18,432 ) 6 (25,463 ) 6 Change in valuation allowance 74,358 (24 ) 81,817 (19 ) Expiration of state net operating losses 47,339 (16 ) -- -- Stock based compensation -- -- 84,313 (20 ) Other 1,186 -- 3,623 (1 ) $ -- -- % $ -- -- % Significant components of the Company’s deferred tax assets as of October 31, 2015 and 2014 are shown below. In determining whether the deferred tax assets will be realized, the Company considered numerous factors, including historical profitability, estimated future taxable income and the industry in which it operates. As of October 31, 2015 and 2014, a valuation allowance was recorded to fully offset the net deferred tax assets, as it was determined by management that the realization of the net deferred tax assets were not likely to occur in the foreseeable future. The valuation allowance increased $74,358 during the fiscal year ended October 31, 2015, attributable primarily to the Company’s continuing operating losses for the fiscal year ended October 31, 2015 and the Company’s belief that its remaining net operating losses would not be realized. Additionally, certain options and warrants that expired prior to the fiscal year ended October 31, 2013 will not generate any future tax benefit and accordingly, their deferred tax asset value was reduced to zero during the fiscal year ended October 31, 2014. The tax effects of temporary differences and net operating loss carryforwards that give rise to deferred taxes consist of the following: Years Ended October 31, 2015 2014 Net operating loss $ 6,113,840 $ 6,023,403 Accrued compensation 173,318 173,318 Depreciation and amortization 5,513 6,090 License costs 108,617 123,839 Stock based compensation 130,561 130,841 Total gross deferred tax assets 6,531,849 6,457,491 Valuation allowance (6,531,849 ) (6,457,491 ) Net deferred tax assets $ -- $ -- As of October 31, 2015, the Company had federal and state operating losses of approximately $17,336,000 and $3,112,000, respectively. The federal operating losses expire in the years 2022 through 2035 and the state operating losses expire in the years 2016 through 2035. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar state provisions. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change. The Company’s fiscal 2013, 2014 and 2015 federal and state income tax returns are open for examination by the applicable governmental authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Sublease Agreement David R. LaVance, the Company’s Chairman, President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary, are principals of Century Capital Associates LLC (“Century Capital”). Effective February 1, 2007, the Company and Century Capital entered into a Sublease Agreement pursuant to which the Company rents office space approximating 2,000 square feet inside Century Capital’s existing offices. In addition, the Company rents office furniture and other equipment from Century Capital. This agreement has a month to month term that requires sixty days written notice to terminate and a monthly rental fee of $5,000. The Company is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes. During the fiscal year ended October 31, 2015, the Company was billed $72,355 pursuant to the terms of the Sublease Agreement. As of October 31, 2015, the Company owed Century Capital $105,000 for rent due under the Sublease Agreement, $28,664 for expenses due under the Sublease Agreement and $235,815 for other expenses, which amounts are included in accounts payable – related party. During the fiscal year ended October 31, 2014, the Company was billed $68,488 pursuant to the terms of the Sublease Agreement. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Oct. 31, 2015 | |
Stockholders' Deficiency [Abstract] | |
Stockholders' Deficiency | 7. Stockholders’ Deficiency Issuance of Common Stock as Payment of Certain Obligations On January 8, 2014, the Company issued 461,538 shares of its common stock to Century Capital as payment of $60,000 of accounts payable – related party for office rent owed by Scivanta for the period commencing February 1, 2013 through January 31, 2014. On January 8, 2014, the Company issued 230,769 shares of its common stock as payment of $30,000 of accounts payable owed to a third party service provider. Issuance of Common Stock as Payment of Interest Due on Convertible Debentures On January 8, 2014, the Company issued 57,143 shares of its common stock to the holder of the May 2011 Debenture (as hereinafter defined) in satisfaction of $8,000 of interest due for the period May 20, 2012 through May 19, 2013 (see Note 8). On January 8, 2014, the Company issued 57,143 shares of its common stock to the holder of the August 2012 Debenture (as hereinafter defined) in satisfaction of $8,000 of interest due for the period August 15, 2012 through August 15, 2013 (see Note 8). On April 30, 2014, the Company issued an aggregate of 123,078 shares of its common stock to the holders of the February 2007 Debentures (as hereinafter defined) in satisfaction of $16,000 of interest due for the period February 1, 2013 through January 31, 2014 (see Note 8). Stock Option Plans The Company currently has two stock option plans in place: the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan (collectively, the “Equity Incentive Plans”). The 2002 Equity Incentive Plan was approved by the stockholders on July 5, 2002. The aggregate number of shares of common stock which could have been awarded under the 2002 Equity Incentive Plan was 200,000 shares. As of October 31, 2015, options to purchase 120,000 shares of the Company’s common stock were outstanding under the 2002 Equity Incentive Plan. As a result of the adoption of the Company’s 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan. On May 31, 2007, the stockholders approved the Company’s 2007 Equity Incentive Plan. The 2007 Equity Incentive Plan was placed into effect in order to encourage and enable employees and directors of the Company to acquire or increase their holdings of the Company’s common stock and to promote these individual’s interests in the Company thereby enhancing the efficiency, soundness, profitability, growth and stockholder value of the Company. The 2007 Equity Incentive Plan provides for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The original aggregate number of shares of common stock which could be awarded under the 2007 Equity Incentive Plan was 300,000 shares, subject to adjustment as provided in the 2007 Equity Incentive Plan. Effective December 27, 2013, as permitted under the 2007 Equity Incentive Plan, the Company’s board of directors increased the number of shares of common stock that could be awarded under the 2007 Equity Incentive Plan to 814,408 shares. As of October 31, 2015, options to purchase 83,332 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 731,076 shares of the Company’s common stock remain available for awards under the 2007 Equity Incentive Plan. Stock option awards under the Equity Incentive Plans were granted at prices as determined by the Company’s compensation committee, but such prices were not less than the fair market value of the Company's common stock on the date of grant. Stock options granted and outstanding include only non-qualified options. These non-qualified options vest over a period of up to five years and have a maximum term of ten years from the date of grant. A summary of stock option transactions for employees and directors under the Equity Incentive Plans during the fiscal years ended October 31, 2015 and 2014 is as follows: Stock Option Shares Weighted Average Exercise Price Per Common Share Aggregate Intrinsic Outstanding at October 31, 2013 241,432 $ 1.57 $ -- Granted during the period -- -- Exercised during the period -- -- Terminated during the period (34,600 ) $ 0.99 Outstanding at October 31, 2014 206,832 $ 1.67 $ -- Granted during the period -- -- Exercised during the period -- -- Terminated during the period (3,500 ) $ 0.20 Outstanding at October 31, 2015 203,332 $ 1.70 $ -- Exercisable at October 31, 2015 203,332 $ 1.70 $ -- Exercisable at October 31, 2014 206,832 $ 1.67 $ -- No stock options were granted during the fiscal years ended October 31, 2015 or 2014. Information with respect to outstanding options and options exercisable as of October 31, 2015 that were granted to employees is as follows: Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Options Weighted Weighted Number of Options Weighted Weighted Average Remaining Contractual Life (Years) $ 0.80 10,000 $ 0.80 0.2 10,000 $ 0.80 0.2 $ 1.40 83,332 $ 1.40 2.9 83,332 $ 1.40 2.9 $ 2.00 110,000 $ 2.00 1.3 110,000 $ 2.00 1.3 203,332 $ 1.70 1.9 203,332 $ 1.70 1.9 Warrants to Purchase Common Stock On January 8, 2014, Scivanta issued a warrant to purchase 250,000 shares of the Company’s common stock in connection with a consulting agreement with a third party for corporate finance consulting services. The warrant has a five year term, is exercisable at $0.13 per share and vested upon issuance. The fair value of the warrants on the date of issuance as calculated using the Black-Scholes model was $32,333, using the following weighted average assumptions: exercise price of $0.13 per share; common stock price of $0.13 per share; volatility of 249%; term of five years; dividend yield of 0%; interest rate of 1.77%; and risk of forfeiture of 0%. A summary of warrant transactions during the fiscal years ended October 31, 2015 and 2014 is as follows: Warrant Shares Weighted Aggregate Intrinsic Value Outstanding at October 31, 2013 20,000 $ 0.40 $ -- Issued during the period 596,154 $ 0.13 Exercised during the period -- -- Terminated during the period (20,000 ) $ 0.40 Outstanding at October 31, 2014 596,154 $ 0.13 $ -- Issued during the period 153,846 $ 0.10 Exercised during the period -- -- Terminated during the period -- -- Outstanding at October 31, 2015 750,000 $ 0.12 $ -- Exercisable at October 31, 2015 596,154 $ 0.13 $ -- Exercisable at October 31, 2014 250,000 $ 0.13 $ -- Warrants issued by the Company contain exercise prices as determined by the Company’s board of directors, but such exercise prices were not less than the market value of the Company's common stock on the date of issuance. Warrants issued may vest over a period of up to five years and have a maximum term of ten years from the date of issuance. As of October 31, 2015, the weighted average remaining contractual life for warrants outstanding was 2.1 years and for warrants exercisable was 2.0 years. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Oct. 31, 2015 | |
Convertible Debentures [Abstract] | |
Convertible Debentures | 8. Convertible Debentures February 2007 Convertible Debentures On February 8, 2007, the Company issued 8% convertible debentures, dated February 1, 2007, in an aggregate principal amount of $250,000 to individual investors (the “February 2007 Debentures”). The February 2007 Debentures bear interest at a rate of 8% per annum and originally had a three year term, maturing on January 31, 2010, which was initially extended to January 31, 2012. On January 11, 2012, the Company issued 50,000 shares of common stock as full payment of $50,000 of outstanding principal on certain February 2007 Debentures. The Company has not made payment on the remaining outstanding balances of the February 2007 Debentures and, as a result, such obligations can be placed in default by the holders. Interest is payable in annual installments on February 1 of each year, in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares of the Company’s common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock as defined in the February 2007 Debentures. Up to 50% of the aggregate principal amount of the February 2007 Debentures is convertible into shares of the Company’s common stock at the option of the holders at a conversion price of $2.00 per share. The remaining 50% of the aggregate principal amount of the February 2007 Debentures is convertible at the option of the holders at a conversion price of $3.00 per share. The fair value of the Company’s common stock on February 1, 2007 was $2.00 per share. An aggregate amount of 83,334 shares of common stock can be issued upon the full conversion of the outstanding principal of the February 2007 Debentures. The February 2007 Debentures also contain demand registration rights upon the request of the holders of more than 50% of the aggregate principal amount of the then outstanding February 2007 Debentures or the securities issuable upon the conversion of the February 2007 Debentures. The Company has determined that the value attributable to the demand registration rights is de minimis. On April 30, 2014, the Company issued an aggregate of 123,078 shares of its common stock to the holders of the February 2007 Debentures in satisfaction of $16,000 of interest due for the period February 1, 2013 through January 31, 2014. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.13 per share) as defined in the February 2007 Debentures (see Note 7). For each of the fiscal years ended October 31, 2015 and 2014, the Company recorded a total of $16,000 of interest expense related to the February 2007 Debentures. As of October 31, 2015, $27,969 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expense. As of October 31, 2015 and 2014, the Company classified the $200,000 outstanding principal of the February 2007 Debentures as a component of current convertible debentures. May 2011 Convertible Debenture On May 20, 2011, the Company issued an 8% convertible debenture in the amount of $100,000 to an institutional investor (the “May 2011 Debenture”). The May 2011 Debenture bears interest at a rate of 8% per annum and originally had a three year term maturing on May 20, 2014. Effective May 20, 2014, the holder agreed to a new maturity date of May 20, 2015. The Company has not made payment on the outstanding balance of the May 2011 Debenture and, as a result, such obligation can be placed in default by the holder. Interest is payable in annual installments, on May 20 of each year, in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares of the Company’s common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock as defined in the May 2011 Debenture. The entire principal amount of the May 2011 Debenture is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.30 per share. In addition, at the option of the Company and subject to certain restrictions provided in the May 2011 Debenture, the entire principal amount of the May 2011 Debenture is convertible into shares of the Company’s common stock at a conversion price of $0.30 per share upon the occurrence of: (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company’s common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000. The quoted market price of the Company’s common stock as of May 20, 2011 was $0.10 per share. An aggregate of 333,333 shares of common stock can be issued upon the full conversion of the May 2011 Debenture. On January 8, 2014, the Company issued 57,143 shares of its common stock to the May 2011 Debenture holder in satisfaction of $8,000 of interest due for the period May 20, 2012 through May 19, 2013. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.14 per share), as defined in the May 2011 Debenture. For each of the fiscal years ended October 31, 2015 and 2014, the Company recorded a total of $8,002 of interest expense related to the May 2011 Debenture. As of October 31, 2015, $19,624 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expense. As of October 31, 2015 and 2014, the Company classified the $100,000 outstanding principal of the May 2011 Debenture as a component of current convertible debentures. August 2012 Convertible Debenture On August 15, 2012, the Company issued an 8% convertible debenture in the amount of $100,000 to an institutional investor (the “August 2012 Debenture”). The August 2012 Debenture has a three year term maturing on August 15, 2015 and bears interest at a rate of 8% per annum. The Company has not made payment on the outstanding balance of the August 2012 Debenture and, as a result, such obligation can be placed in default by the holder. Interest is payable in annual installments on August 15 of each year, in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares of the Company’s common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock as defined in the August 2012 Debenture. The entire principal amount of the August 2012 Debenture is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.40 per share. In addition, at the option of the Company and subject to certain restrictions provided in the August 2012 Debenture, the entire principal amount of the August 2012 Debenture is convertible into shares of the Company’s common stock at a conversion price of $0.40 per share upon the occurrence of: (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company’s common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000. The quoted market price of the Company’s common stock as of August 15, 2012 was $0.40 per share. An aggregate of 250,000 shares of the Company’s common stock can be issued upon the full conversion of the August 2012 Debenture. On January 8, 2014, the Company issued 57,143 shares of its common stock to the August 2012 Debenture holder in satisfaction of $8,000 of interest due for the period August 15, 2012 through August 15, 2013. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.14 per share), as defined in the August 2011 Debenture. For each of the fiscal years ended October 31, 2015 and 2014, the Company recorded a total of $8,002 of interest expense related to the August 2012 Debenture. As of October 31, 2015, $17,804 of interest due on the August 2012 Debenture was accrued and is included as a component of accrued expense. As of October 31, 2015 and 2014, the Company classified the $100,000 outstanding principal on the August 2012 Debenture as a component of current convertible debentures. December 2013 and April 2014 Convertible Debentures and Warrants On December 12, 2013, the Company issued 10% convertible debentures to two individual investors (the “December 2013 Debentures”) and on April 1, 2014, the Company issued a 10% convertible debenture to one individual investor (the “April 2014 Debenture” and together with the December 2013 Debentures, the “Debentures”). In connection with the issuance of the Debentures, the Company issued warrants (the “Debenture Warrants”) to purchase shares of the Company’s common stock equal to 20% of the aggregate principal amount of the Debentures. The gross proceeds received in connection with this private placement were $225,000. The Debentures have a one year term with principal and interest on the December 2013 Debentures due December 12, 2014 and principal and interest on the April 2014 Debenture due April 1, 2015. The Debentures bear interest at a rate of 10% per annum. The Company has not made payment on outstanding principal of the Debentures and, as a result, such obligations can be placed in default by the holders. The entire principal and accrued interest amount of the Debentures is convertible into shares of the Company’s common stock at the option of the holder: (a) upon the Company issuing equity securities and/or debt in a transaction or a series of transactions resulting in aggregate gross proceeds to the Company of at least $3,000,000 (a “Qualified Financing”); (b) at the maturity date of the Debentures; or (c) upon a change in control of the Company, as defined in the Debentures. Upon the occurrence of a Qualified Financing, the Debentures are convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the Debentures are convertible into shares of the Company’s common stock at $0.13 per share. The quoted market price of the Company’s common stock on both December 12, 2013 and April 1, 2014 was $0.13 per share. An aggregate of 1,730,769 shares of the Company’s common stock can be issued pursuant to the Debentures at the current conversion price of $0.13 per share. The Debenture Warrants have a three year term and provide the holders the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related Debenture divided by: (a) 80% of the per share price paid by the purchasers of Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the Debenture Warrants issuance date. An aggregate of 346,154 shares of the Company’s common stock can be issued under the Debenture Warrants at the current exercise price of $0.13 per share. All of the shares of the Company’s common stock underlying the Debenture Warrants have vested. The exercise price of the Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events. The fair value of the Debenture Warrants on the date of issuance as calculated using the Black-Scholes model was $43,989, using the following weighted average assumptions: exercise price of $0.13 per share; common stock price of $0.13 per share; volatility of 271% (December 2013 issuance) and 250% (April 2014 issuance); term of three years; dividend yield of 0%; interest rate of 0.62% (December 2013 issuance) and 0.91% (April 2014 issuance); and risk of forfeiture of 0%. The Company separately accounted for the liability and equity components of the Debentures based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $36,796 for the Debentures to account for the relative fair value attributable to the Debenture Warrants. The $36,796 debt discount was accreted as interest expense using the effective interest method over the respective one-year terms of the Debentures. For the fiscal year ended October 31, 2015, the Company recorded a total of $30,238 ($7,738 accreted) of interest expense related to the Debentures. As of October 31, 2015, there no remaining unamortized discount on the Debentures. Accordingly, the net carrying value of the Debentures was $225,000, which was recorded as a component of current convertible debentures. As of October 31, 2015, $40,252 of interest due on the Debentures was accrued and is included as a component of accrued expenses. For the fiscal year ended October 31, 2014, the Company recorded a total of $46,811 ($29,058 accreted) of interest expense related to the Debentures. February 2015 Convertible Debenture and Warrant On February 12, 2015, the Company issued a 10% convertible debenture to an individual investor (the “February 2015 Debenture”). In connection with the issuance of the February 2015 Debenture, the Company issued a warrant (the “February 2015 Debenture Warrant”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the February 2015 Debenture. The gross proceeds received in connection with this private placement were $50,000. The February 2015 Debenture has a one-year term with principal and interest due February 12, 2016. The February 2015 Debenture bears interest at a rate of 10% per annum. The entire principal and accrued interest amount of the February 2015 Debenture is convertible into shares of the Company’s common stock: (a) upon a Qualified Financing; (b) at the option of the holder, at the maturity date of the February 2015 Debenture; or (c) at the option of the holder, upon a change in control of the Company, as defined in the February 2015 Debenture. Upon the occurrence of a Qualified Financing, the February 2015 Debenture is convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the February 2015 Debenture is convertible into shares of the Company’s common stock at $0.13 per share. The quoted market price of the Company’s common stock on February 12, 2015 was $0.10 per share. An aggregate of 384,615 shares of the Company’s common stock can be issued pursuant to the February 2015 Debenture at the current conversion price of $0.13 per share. The February 2015 Debenture Warrant has a three year term and provides the holder the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related February 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015 Debenture Warrant issuance date. An aggregate of 76,923 shares of the Company’s common stock can be issued under the February 2015 Debenture Warrant at the current exercise price of $0.13 per share. All of the shares of the Company’s common stock underlying the February 2015 Debenture Warrant vest on the earlier of (a) one year from the February 2015 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the February 2015 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events. The Company separately accounted for the liability and equity components of the February 2015 Debenture based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $5,983 for the February 2015 Debenture to account for the relative fair value attributable to the February 2015 Debenture Warrant. The $5,983 debt discount is being accreted as interest expense using the effective interest method over the one-year term of the February 2015 Debenture. For the fiscal year ended October 31, 2015, the Company recorded a total of $7,853 ($4,278 accreted) of interest expense related to the February 2015 Debenture. As of October 31, 2015, $3,575 of interest due on the February 2015 Debenture was accrued and is included as a component of accrued expenses. As of October 31, 2015, the unamortized discount on the February 2015 Debenture was $1,705 and the net carrying value of the Debentures was $48,295, which was recorded as a component of current convertible debentures. September 2015 Convertible Debentures and Warrants On September 14, 2015, the Company issued 10% convertible debentures to three individual investors (the “September 2015 Debentures”). In connection with the issuance of the September 2015 Debentures, the Company issued warrants (the “September 2015 Debenture Warrants”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the September 2015 Debentures. The gross proceeds received in connection with this private placement were $25,000. The September 2015 Debentures have a one-year term with principal and interest due September 14, 2016. The September 2015 Debentures bear interest at a rate of 10% per annum. The entire principal and accrued interest amount of the September 2015 Debentures is convertible into shares of the Company’s common stock: (a) upon a Qualified Financing; (b) at the option of the holder, at the maturity date of the September 2015 Debentures; or (c) at the option of the holder, upon a change in control of the Company, as defined in the September 2015 Debentures. Upon the occurrence of a Qualified Financing, the September 2015 Debentures are convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.065, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the September 2015 Debentures are convertible into shares of the Company’s common stock at $0.065 per share. The quoted market price of the Company’s common stock on September 14, 2015 was $0.065 per share. An aggregate of 384,615 shares of the Company’s common stock can be issued pursuant to the September 2015 Debentures at the current conversion price of $0.065 per share. The September 2015 Debenture Warrants have a three year term and provides the holder the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related September 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.065, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the September 2015 Debenture Warrants issuance date. An aggregate of 76,923 shares of the Company’s common stock can be issued under the September 2015 Debenture Warrants at the current exercise price of $0.065 per share. All of the shares of the Company’s common stock underlying the September 2015 Debenture Warrants vest on the earlier of (a) one year from the September 2015 Debenture Warrants issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the September 2015 Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events. The Company separately accounted for the liability and equity components of the September 2015 Debentures based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $4,022 for the September 2015 Debentures to account for the relative fair value attributable to the September 2015 Debenture Warrants. The $4,022 debt discount is being accreted as interest expense using the effective interest method over the one-year term of the September 2015 Debentures. For the fiscal year ended October 31, 2015, the Company recorded a total of $840 ($518 accreted) of interest expense related to the September 2015 Debentures. As of October 31, 2015, $322 of interest due on the September 2015 Debentures was accrued and is included as a component of accrued expenses. As of October 31, 2015, the unamortized discount on the September 2015 Debentures was $3,504 and the net carrying value of the Debentures was $21,496, which was recorded as a component of current convertible debentures. |
Notes Payable
Notes Payable | 12 Months Ended |
Oct. 31, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | 9. Notes Payable Pursuant to the License Agreement (see Note 4), a cash payment of $105,000 is payable to Hickey as follows: (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology. As of October 31, 2015 and 2014, the Company classified the $105,000 due to Hickey as a non-current note payable (see Note 4). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Executive Employment Agreements On January 1, 2008, the Company entered into an executive employment agreement with each of David R. LaVance, the Company’s President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary (collectively, the “Employment Agreements”). The term of each of the Employment Agreements commenced on January 1, 2008 and renews annually, unless terminated as provided in the Employment Agreements. Pursuant to the original terms of the Employment Agreements, both Messrs. LaVance and Gifford were to be paid an annual base salary of $275,000. In addition, both Messrs. LaVance and Gifford shall participate in the Company’s benefit programs and shall be eligible to receive an annual performance bonus based on the achievement of certain performance objectives as determined by the compensation committee of the Company’s board of directors. Effective February 1, 2010, each of Messrs. LaVance and Gifford agreed to reduce the annual base salary due to each of them to $200,000. Effective November 1, 2011, each of Messrs. LaVance and Gifford agreed to reduce the annual base salary due to them to $0 until the Company has raised sufficient capital that would provide the Company the ability to pay either the original base salary of $275,000 or the reduced base salary of $200,000 or some other amount as mutually agreed upon by each of Mr. LaVance and/or Mr. Gifford and the Company’s board of directors. In the event that Mr. LaVance or Mr. Gifford is terminated without Good Cause (as defined in the Employment Agreements and used herein), or Mr. LaVance or Mr. Gifford terminates his employment for Good Reason (as defined in the Employment Agreements and used herein), Mr. LaVance or Mr. Gifford, as the case may be, will be entitled to receive a severance payment equal to his annual base salary in effect on the date of termination. In addition, in the event that within one-hundred eighty days of a Change of Control (as defined in the Employment Agreements and used herein) of the Company, the employment of Mr. LaVance or Mr. Gifford is terminated by the Company or its successor without Good Cause, or Mr. LaVance or Mr. Gifford terminates his employment with the Company or its successor for Good Reason, Mr. LaVance or Mr. Gifford, as the case may be, shall be paid a severance payment; provided however, that if the termination of employment occurs prior to the Change of Control, the Change of Control must have been considered by the Company at the time of termination for Mr. LaVance or Mr. Gifford to be entitled to the severance payment. The amount of the severance payment will be equal to two times the sum of Mr. LaVance’s or Mr. Gifford’s annual base salary in effect immediately prior to the termination of Mr. LaVance’s or Mr. Gifford’s employment and an amount which is the lesser of (a) $150,000 and (b) the aggregate amount of any bonuses paid to Mr. LaVance or Mr. Gifford during the twelve months prior to the earlier of (i) the effective date of the Change of Control and (ii) the date Mr. LaVance’s or Mr. Gifford’s employment terminates with the Company. Pursuant to the Employment Agreements, any severance payment to be paid by the Company to Mr. LaVance or Mr. Gifford is subject to the Company and Mr. LaVance or Mr. Gifford entering into and not revoking a release of claims in favor of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Issuance of January 2016 Debenture and Warrant On January 4, 2016, the Company issued a 10% convertible debenture to an individual investor (the “January 2016 Debenture”). In connection with the issuance of the January 2016 Debenture, the Company issued a warrant (the “January 2016 Debenture Warrant”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the January 2016 Debenture. The gross proceeds received in connection with this private placement were $50,000. The January 2016 Debenture has a one-year term with principal and interest due January 4, 2017. The January 2016 Debenture bears interest at a rate of 10% per annum. The entire principal and accrued interest amount of the January 2016 Debenture is convertible into shares of the Company’s common stock: (a) upon a Qualified Financing; (b) at the option of the holder, at the maturity date of the January 2016 Debenture; or (c) at the option of the holder, upon a change in control of the Company, as defined in the January 2016 Debenture. Upon the occurrence of a Qualified Financing, the January 2016 Debenture is convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.065, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the January 2016 Debenture is convertible into shares of the Company’s common stock at $0.065 per share. The quoted market price of the Company’s common stock on January 4, 2016 was $0.025 per share. An aggregate of 769,230 shares of the Company’s common stock can be issued pursuant to the January 2016 Debenture at the current conversion price of $0.065 per share. The January 2016 Debenture Warrant has a three year term and provides the holder the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related January 2016 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.065, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the January 2016 Debenture Warrant issuance date. An aggregate of 153,846 shares of the Company’s common stock can be issued under the January 2016 Debenture Warrant at the current exercise price of $0.065 per share. All of the shares of the Company’s common stock underlying the January 2016 Debenture Warrant vest on the earlier of (a) one year from the January 2016 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the January 2016 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Oct. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the 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 may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The fair value of the convertible debentures and the notes payable approximate fair value since these investments are at market rates currently available to the Company. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist of cash. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed federally-insured limits. |
Income Taxes | Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the Company recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. |
Research and Development | Research and Development The Company expenses research and development costs as incurred. Initial and milestone payments made to third parties in connection with technology license agreements are also expensed as incurred as research and development costs, up to the point of regulatory approval. Payments made to third parties subsequent to regulatory approval will be capitalized and amortized over the estimated remaining useful life of the related product. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). All stock-based payments to employees are grants of stock options that are recognized in the statement of operations based on their fair values at the date of grant. Stock-based compensation expense for employee awards is recognized on a straight-line basis over the requisite service period of the award. The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees.” All stock-based payments to non-employees are issuances of warrants that are recognized in the statement of operations based on the value of the vested portion of the warrant issuance as measured at its then-current fair value as of each financial reporting date. The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. Scivanta estimates forfeiture rates for all unvested awards when calculating the expense for a period. In estimating the forfeiture rate, Scivanta monitors both stock option and warrant exercises as well as employee termination patterns. During the fiscal years ended October 31, 2015 and 2014, the Company recorded non-employee stock-based compensation expense of $0 and $32,333, respectively, which amounts were included in general and administrative expenses. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are deemed to be dilutive. The dilutive effect of the outstanding stock options, warrants and convertible debt is computed using the treasury stock method. For the fiscal year ended October 31, 2015, diluted net loss per share did not include the effect of 203,332 shares of common stock issuable upon the exercise of outstanding options, 750,000 shares of common stock issuable upon the exercise of outstanding warrants and 3,166,667 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive. For the fiscal year ended October 31, 2014, diluted net loss per share did not include the effect of 206,832 shares of common stock issuable upon the exercise of outstanding options, 596,154 shares of common stock issuable upon the exercise of outstanding warrants and 2,397,436 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive. |
Recent Accounting Pronouncements Applicable to the Company | Recent Accounting Pronouncements Applicable to the Company The Company does not believe there are any recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Income Taxes [Abstract] | |
Summary for reconciliation of Company's effective income tax rate | Years Ended October 31, 2015 October 31, 2014 Amount Percent Amount Percent Income tax provision at federal statutory rate $ (104,451 ) 34 % $ (144,290 ) 34 % Effect of state taxes, net of federal benefit (18,432 ) 6 (25,463 ) 6 Change in valuation allowance 74,358 (24 ) 81,817 (19 ) Expiration of state net operating losses 47,339 (16 ) -- -- Stock based compensation -- -- 84,313 (20 ) Other 1,186 -- 3,623 (1 ) $ -- -- % $ -- -- % |
Summary of net deferred tax assets | Years Ended October 31, 2015 2014 Net operating loss $ 6,113,840 $ 6,023,403 Accrued compensation 173,318 173,318 Depreciation and amortization 5,513 6,090 License costs 108,617 123,839 Stock based compensation 130,561 130,841 Total gross deferred tax assets 6,531,849 6,457,491 Valuation allowance (6,531,849 ) (6,457,491 ) Net deferred tax assets $ -- $ -- |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Stock Option [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Summary of stock option/warrant transactions for employees and directors under the Equity Incentive Plans | Stock Option Shares Weighted Average Exercise Price Per Common Share Aggregate Intrinsic Outstanding at October 31, 2013 241,432 $ 1.57 $ -- Granted during the period -- -- Exercised during the period -- -- Terminated during the period (34,600 ) $ 0.99 Outstanding at October 31, 2014 206,832 $ 1.67 $ -- Granted during the period -- -- Exercised during the period -- -- Terminated during the period (3,500 ) $ 0.20 Outstanding at October 31, 2015 203,332 $ 1.70 $ -- Exercisable at October 31, 2015 203,332 $ 1.70 $ -- Exercisable at October 31, 2014 206,832 $ 1.67 $ -- |
Schedule of stock options outstanding and stock options exercisable | Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Options Weighted Weighted Number of Options Weighted Weighted Average Remaining Contractual Life (Years) $ 0.80 10,000 $ 0.80 0.2 10,000 $ 0.80 0.2 $ 1.40 83,332 $ 1.40 2.9 83,332 $ 1.40 2.9 $ 2.00 110,000 $ 2.00 1.3 110,000 $ 2.00 1.3 203,332 $ 1.70 1.9 203,332 $ 1.70 1.9 |
Warrant [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Summary of stock option/warrant transactions for employees and directors under the Equity Incentive Plans | Warrant Shares Weighted Aggregate Intrinsic Value Outstanding at October 31, 2013 20,000 $ 0.40 $ -- Issued during the period 596,154 $ 0.13 Exercised during the period -- -- Terminated during the period (20,000 ) $ 0.40 Outstanding at October 31, 2014 596,154 $ 0.13 $ -- Issued during the period 153,846 $ 0.10 Exercised during the period -- -- Terminated during the period -- -- Outstanding at October 31, 2015 750,000 $ 0.12 $ -- Exercisable at October 31, 2015 596,154 $ 0.13 $ -- Exercisable at October 31, 2014 250,000 $ 0.13 $ -- |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Basis of Presentation (Textual) | ||
Working capital deficiency | $ 1,256,775 | |
Accumulated deficit | (24,448,728) | $ (24,141,520) |
Principal payments on convertible debentures | $ 625,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Summary of Significant Accounting Policies (Textual) | ||
Common stock shares issuable upon the exercise of outstanding option | 203,332 | 206,832 |
Common stock issuable upon the exercise of outstanding warrants | 750,000 | 596,154 |
Common stock shares issuable upon the conversion of convertible debt | 3,166,667 | 2,397,436 |
General and Administrative Expense [Member] | Non-Employees [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Share-based compensation expense | $ 0 | $ 32,333 |
Amended and Restated SCMS Lic24
Amended and Restated SCMS License Agreement (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Jan. 22, 2016 | |
Amended and Restated SCMS License Agreement (Textual) | ||
Notes payable due to hickey | $ 105,000 | |
Description of restructuring of cash payment due to Hickey under license agreement | (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology. | |
Subsequent Event [Member] | ||
Amended and Restated SCMS License Agreement (Textual) | ||
Termination of license agreement | $ 105,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Summary for reconciliation of Company's effective income tax rate | ||
Income tax provision at federal statutory rate | $ (104,451) | $ (144,290) |
Income tax provision at federal statutory rate, Percent | 34.00% | 34.00% |
Effect of state taxes, net of federal benefit | $ (18,432) | $ (25,463) |
Effect of state taxes, net of federal benefit, Percent | 6.00% | 6.00% |
Change in valuation allowance | $ 74,358 | $ 81,817 |
Change in valuation allowance, Percent | (24.00%) | (19.00%) |
Expiration of state net operating losses | $ 47,339 | |
Expiration of state net operating losses, Percent | (16.00%) | |
Stock based compensation | $ 84,313 | |
Stock based compensation, Percent | (20.00%) | |
Other | $ 1,186 | $ 3,623 |
Other, Percent | (1.00%) | |
Total | ||
Total, Percent |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Summary of net deferred tax assets | ||
Net operating loss | $ 6,113,840 | $ 6,023,403 |
Accrued compensation | 173,318 | 173,318 |
Depreciation and amortization | 5,513 | 6,090 |
License costs | 108,617 | 123,839 |
Stock based compensation | 130,561 | 130,841 |
Total gross deferred tax assets | 6,531,849 | 6,457,491 |
Valuation allowance | $ (6,531,849) | $ (6,457,491) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Income Taxes (Textual) | ||
Increase (decrease) in valuation allowance | $ 74,358 | $ 81,817 |
Federal [Member] | ||
Income Taxes (Textual) | ||
Operating losses | $ 17,336,000 | |
Operating loss carryforwards, expiration description | 2022 through 2035 | |
State [Member] | ||
Income Taxes (Textual) | ||
Operating losses | $ 3,112,000 | |
Operating loss carryforwards, expiration description | 2016 through 2035 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | |
Oct. 31, 2015USD ($)ft² | Oct. 31, 2014USD ($) | |
Related Party Transactions (Textual) | ||
Sublease agreement expenses | $ 28,664 | |
Mr. LaVance and Mr. Gifford [Member] | ||
Related Party Transactions (Textual) | ||
Area of office space | ft² | 2,000 | |
Notice period to terminate sublease agreement | 60 days | |
Monthly rental fee | $ 5,000 | |
Sublease agreement expenses | 72,355 | $ 68,488 |
Rent expenses included in accounts payable - related party | 105,000 | |
Other expenses included in accounts payable - related party | $ 235,815 |
Stockholders' Deficiency(Detail
Stockholders' Deficiency(Details) - Stock Option [Member] - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Stock Option Shares | ||
Outstanding, Beginning balance | 206,832 | 241,432 |
Granted during the period | ||
Exercised during the period | ||
Terminated during the period | (3,500) | (34,600) |
Outstanding, Ending balance | 203,332 | 206,832 |
Exercisable at October 31, 2015 | 203,332 | |
Exercisable at October 31, 2014 | 206,832 | |
Weighted Average Exercise Price Per Common Share | ||
Outstanding, Beginning balance | $ 1.67 | $ 1.57 |
Granted during the period | ||
Exercised during the period | ||
Terminated during the period | $ 0.20 | $ 0.99 |
Outstanding, Ending balance | 1.70 | 1.67 |
Exercisable at October 31, 2015 | $ 1.70 | |
Exercisable at October 31, 2014 | $ 1.67 | |
Aggregate Intrinsic Value | ||
Outstanding, Beginning balance | ||
Outstanding, Ending balance | ||
Granted during the period | ||
Exercised during the period | ||
Terminated during the period | ||
Exercisable at October 31, 2015 | ||
Exercisable at October 31, 2014 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details 1) - Stock Option [Member] | 12 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Schedule of outstanding and exercisable options | |
Stock Options Outstanding, Number of Shares Available Under Outstanding Stock Options | shares | 203,332 |
Stock Options Outstanding, Weighted Average Exercise Price Per Common Share | $ 1.70 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 24 days |
Stock Options Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | shares | 203,332 |
Stock Options Exercisable, Weighted Average Exercise Price Per Common Share | $ 1.70 |
Stock Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 24 days |
0.80 [Member] | |
Schedule of outstanding and exercisable options | |
Exercise Prices | $ 0.80 |
Stock Options Outstanding, Number of Shares Available Under Outstanding Stock Options | shares | 10,000 |
Stock Options Outstanding, Weighted Average Exercise Price Per Common Share | $ 0.80 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 months 12 days |
Stock Options Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | shares | 10,000 |
Stock Options Exercisable, Weighted Average Exercise Price Per Common Share | $ 0.80 |
Stock Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 2 months 12 days |
1.40 [Member] | |
Schedule of outstanding and exercisable options | |
Exercise Prices | $ 1.40 |
Stock Options Outstanding, Number of Shares Available Under Outstanding Stock Options | shares | 83,332 |
Stock Options Outstanding, Weighted Average Exercise Price Per Common Share | $ 1.40 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 24 days |
Stock Options Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | shares | 83,332 |
Stock Options Exercisable, Weighted Average Exercise Price Per Common Share | $ 1.40 |
Stock Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 24 days |
2.00 [Member] | |
Schedule of outstanding and exercisable options | |
Exercise Prices | $ 2 |
Stock Options Outstanding, Number of Shares Available Under Outstanding Stock Options | shares | 110,000 |
Stock Options Outstanding, Weighted Average Exercise Price Per Common Share | $ 2 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 3 months 18 days |
Stock Options Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | shares | 110,000 |
Stock Options Exercisable, Weighted Average Exercise Price Per Common Share | $ 2 |
Stock Options Exercisable, Weighted Average Remaining Contractual Life (Years) | 1 year 3 months 18 days |
Stockholders' Deficiency (Det31
Stockholders' Deficiency (Details 2) - Warrant [Member] - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Warrant Shares | ||
Outstanding, Beginning balance | 596,154 | 20,000 |
Issued during the period | 153,846 | 596,154 |
Exercised during the period | ||
Terminated during the period | (20,000) | |
Outstanding, Ending balance | 750,000 | 596,154 |
Exercisable at October 31, 2015 | 596,154 | |
Exercisable at October 31, 2014 | 250,000 | |
Weighted Average Exercise Price Per Common Share | ||
Outstanding, Beginning balance | $ 0.13 | $ 0.40 |
Issued during the period | $ 0.10 | $ 0.13 |
Exercised during the period | ||
Terminated during the period | $ 0.40 | |
Outstanding, Ending balance | $ 0.12 | $ 0.13 |
Exercisable at October 31, 2015 | $ 0.13 | |
Exercisable at October 31, 2014 | $ 0.13 | |
Aggregate Intrinsic Value | ||
Outstanding, Beginning balance | ||
Issued during the period | ||
Exercised during the period | ||
Terminated during the period | ||
Outstanding, Ending balance | ||
Exercisable at October 31, 2015 | ||
Exercisable at October 31, 2014 |
Stockholders' Deficiency (Det32
Stockholders' Deficiency (Details Textual) | Jan. 08, 2014USD ($)$ / sharesshares | Apr. 30, 2014USD ($)shares | Dec. 27, 2013shares | Oct. 31, 2015USD ($)Planshares | Oct. 31, 2014shares | May. 31, 2007shares | Jul. 05, 2002shares |
Stockholders' Equity (Textual) | |||||||
Warrant term | 5 years | ||||||
Exercise price of warrants | $ / shares | $ 0.13 | ||||||
Sale of common stock, per share price | $ / shares | $ 0.13 | ||||||
Volatility rate | 249.00% | ||||||
Interest rate | 1.77% | ||||||
Terms (in years) | 5 years | ||||||
Fair value of option issued | $ | $ 32,333 | ||||||
Dividend yield | 0.00% | ||||||
Risk of forfeited rate | 0.00% | ||||||
Weighted average warrants outstanding contractual life | 2 years 1 month 6 days | ||||||
Weighted average warrants exercisable term | 2 years | ||||||
Number of stock option plans | Plan | 2 | ||||||
Common stock shares issued as payment of certain accounts payable related party | 461,538 | ||||||
Century Capital [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Accrued rent | $ | $ 60,000 | ||||||
Third Party [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Sale of common stock | 250,000 | ||||||
Accrued rent | $ | $ 30,000 | ||||||
Common stock issued shares as full payment of accrued compensation | 230,769 | ||||||
Minimum [Member] | Stock Option [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Vesting period | 5 years | ||||||
Maximum [Member] | Stock Option [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Vesting period | 10 years | ||||||
Warrant [Member] | Minimum [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Vesting period | 5 years | ||||||
Warrant [Member] | Maximum [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Vesting period | 10 years | ||||||
2002 Equity Incentive Plan [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Aggregate number of common stock shares awarded | 120,000 | 200,000 | |||||
2007 Equity Incentive Plan [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Aggregate number of common stock shares awarded | 83,332 | 300,000 | |||||
Common stock available for awards under equity incentive plan | 731,076 | ||||||
Increased in number of common stock shares awarded | 814,408 | ||||||
February 2007 Convertible Debentures [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Common stock issued shares as full payment of accrued compensation | 123,078 | ||||||
Interest Payable | $ | $ 16,000 | $ 27,969 | |||||
May 2011 Convertible Debenture [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Common stock issued shares as full payment of accrued compensation | 57,143 | ||||||
Interest Payable | $ | $ 8,000 | 19,624 | |||||
August 2012 Convertible Debenture [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Common stock issued shares as full payment of accrued compensation | 57,143 | ||||||
Interest Payable | $ | $ 8,000 | $ 17,804 |
Convertible Debentures (Details
Convertible Debentures (Details) | Sep. 14, 2015USD ($)$ / sharesshares | Jan. 08, 2014USD ($)$ / sharesshares | Dec. 12, 2013USD ($)Individualinvestors$ / sharesshares | Aug. 15, 2012USD ($)$ / sharesshares | Jan. 11, 2012USD ($)$ / sharesshares | Dec. 31, 2014 | Apr. 30, 2014USD ($)$ / sharesshares | May. 20, 2011USD ($)$ / sharesshares | Jan. 31, 2010 | Feb. 28, 2007 | Oct. 31, 2015USD ($)$ / sharesshares | Oct. 31, 2014USD ($) | Feb. 08, 2007USD ($) |
Convertible Debenture (Textual) | |||||||||||||
Convertible debenture, current | $ 694,791 | $ 617,262 | |||||||||||
Convertible debenture, non-current | 1,390,402 | 1,097,359 | |||||||||||
Terms (in years) | 5 years | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Interest rate | 1.77% | ||||||||||||
Discount recorded in connection with issuance of convertible debentures | 10,005 | 36,796 | |||||||||||
Accretion of interest on convertible debentures | (12,534) | (29,058) | |||||||||||
February 2007 Convertible Debentures [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 8.00% | ||||||||||||
Aggregate principal amount of convertible debentures | $ 250,000 | ||||||||||||
Debt instrument term | 3 years | ||||||||||||
Second amended maturity date of debentures | Jan. 31, 2012 | ||||||||||||
Debt maturity date | Jan. 31, 2012 | Jan. 31, 2010 | |||||||||||
Shares issued for repayment of convertible debentures | shares | 50,000 | ||||||||||||
Principal amount of debentures | $ 50,000 | ||||||||||||
Convertible debenture, current | 200,000 | 200,000 | |||||||||||
Accrued interest | $ 16,000 | 27,969 | |||||||||||
Interest expense | 16,000 | 16,000 | |||||||||||
Percentage of debt principal conversion price one | 50.00% | ||||||||||||
Percentage of debt principal conversion price two | 50.00% | ||||||||||||
Convertible debt conversion price one | $ / shares | $ 2 | ||||||||||||
Convertible debt conversion price two | $ / shares | $ 3 | ||||||||||||
Fair value of common stock, per share | $ / shares | $ 0.13 | ||||||||||||
Aggregate shares issuable upon conversion of debt | shares | 83,334 | ||||||||||||
Demand registration rights request description | Holders of more than 50% of the aggregate principal amount of the then outstanding February 2007 Debentures or the securities issuable upon the conversion of the February 2007 Debentures. The Company has determined that the value attributable to the demand registration rights is de minimis. | ||||||||||||
Common stock issued in satisfaction of interest due | shares | 123,078 | ||||||||||||
May 2011 Convertible Debenture [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 8.00% | ||||||||||||
Aggregate principal amount of convertible debentures | $ 100,000 | ||||||||||||
Debt instrument term | 3 years | ||||||||||||
Second amended maturity date of debentures | May 20, 2015 | ||||||||||||
Debt maturity date | May 20, 2014 | ||||||||||||
Convertible debt conversion price | $ / shares | $ 0.30 | ||||||||||||
Convertible debenture, current | 100,000 | 100,000 | |||||||||||
Accrued interest | $ 8,000 | 19,624 | |||||||||||
Interest expense | 8,002 | 8,002 | |||||||||||
Fair value of common stock, per share | $ / shares | $ 0.14 | ||||||||||||
Aggregate shares issuable upon conversion of debt | shares | 333,333 | ||||||||||||
Quoted market price of common stock | $ / shares | $ 0.10 | ||||||||||||
Restriction on conversion of debenture | (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company's common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000. | ||||||||||||
Common stock issued in satisfaction of interest due | shares | 57,143 | ||||||||||||
August 2012 Convertible Debenture [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 8.00% | ||||||||||||
Aggregate principal amount of convertible debentures | $ 100,000 | ||||||||||||
Debt instrument term | 3 years | ||||||||||||
Second amended maturity date of debentures | Aug. 15, 2015 | ||||||||||||
Convertible debt conversion price | $ / shares | $ 0.40 | ||||||||||||
Convertible debenture, current | 100,000 | 100,000 | |||||||||||
Accrued interest | $ 8,000 | 17,804 | |||||||||||
Interest expense | $ 8,002 | 8,002 | |||||||||||
Fair value of common stock, per share | $ / shares | $ 0.14 | ||||||||||||
Aggregate shares issuable upon conversion of debt | shares | 250,000 | ||||||||||||
Quoted market price of common stock | $ / shares | $ 0.40 | ||||||||||||
Restriction on conversion of debenture | (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company's common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000. | ||||||||||||
Stock issued for expenses | $ 8,000 | ||||||||||||
Common stock issued in satisfaction of interest due | shares | 57,143 | ||||||||||||
December 2013, 10% Convertible Debentures Warrants [Member] | Private Placement [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 10.00% | ||||||||||||
Debt instrument term | 1 year | ||||||||||||
Debt maturity date | Dec. 12, 2014 | Apr. 1, 2015 | |||||||||||
Convertible debt conversion price | $ / shares | $ 0.13 | ||||||||||||
Convertible debentures to investors | Individualinvestors | 2 | ||||||||||||
Fair value of common stock, per share | $ / shares | $ 0.13 | ||||||||||||
Quoted market price of common stock | $ / shares | $ 0.13 | ||||||||||||
Principal amount of debentures in percentage | 20.00% | ||||||||||||
Description of convertible common stock holders | The entire principal and accrued interest amount of the Debentures is convertible into shares of the Company's common stock at the option of the holder: (a) upon the Company issuing equity securities and/or debt in a transaction or a series of transactions resulting in aggregate gross proceeds to the Company of at least $3,000,000 (a "Qualified Financing"); (b) at the maturity date of the Debentures; or (c) upon a change in control of the Company, as defined in the Debentures. Upon the occurrence of a Qualified Financing, the Debentures are convertible into shares of the Company's common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing. | ||||||||||||
Aggregate amount of qualified financing | $ 3,000,000 | ||||||||||||
Purchased of companies common stock to qualified financing | 80.00% | ||||||||||||
Company's common stock in shares | shares | 1,730,769 | ||||||||||||
Description of convertible common stock into warrants | The Debenture Warrants have a three year term and provide the holders the right to purchase shares of the Company's common stock equal to 20% of the principal amount of the related Debenture divided by: (a) 80% of the per share price paid by the purchasers of Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the Debenture Warrants issuance date. An aggregate of 346,154 shares of the Company's common stock can be issued under the Debenture Warrants at the current exercise price of $0.13 per share. All of the shares of the Company's common stock underlying the Debenture Warrants vest on the earlier of (a) one year from the Debenture Warrants issuance date, and (b) the consummation of a Qualified Financing. The exercise price of the Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events. | ||||||||||||
Aggregate shares of company common stock issued to warrants | shares | 346,154 | ||||||||||||
Fair value of debenture warrants | $ 43,989 | ||||||||||||
Fair value of exercise price, per share | $ / shares | $ 0.13 | ||||||||||||
Volatility Rate | 271.00% | 250.00% | |||||||||||
Terms (in years) | 3 years | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Interest rate | 0.62% | ||||||||||||
Risk of forfeiture | $ 0 | $ 0.91 | |||||||||||
Discount recorded in connection with issuance of convertible debentures | 36,796 | ||||||||||||
Gross proceeds from private placement | $ 225,000 | ||||||||||||
Convertible Debentures [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 10.00% | ||||||||||||
Convertible debenture, current | $ 225,000 | ||||||||||||
Accrued interest | 40,252 | ||||||||||||
Interest expense | 30,238 | 46,811 | |||||||||||
Accretion of interest on convertible debentures | 7,738 | $ 29,058 | |||||||||||
Convertible Debentures One [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Convertible debenture, current | 48,295 | ||||||||||||
Accrued interest | 3,575 | ||||||||||||
Interest expense | 7,853 | ||||||||||||
Accretion of interest on convertible debentures | 4,278 | ||||||||||||
Unamortized discount on debenture warrants | 1,705 | ||||||||||||
Convertible Debentures Two [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Convertible debenture, current | 21,496 | ||||||||||||
Accrued interest | 322 | ||||||||||||
Interest expense | 840 | ||||||||||||
Accretion of interest on convertible debentures | 518 | ||||||||||||
Unamortized discount on debenture warrants | $ 3,504 | ||||||||||||
February 2015 Convertible Debenture and Warrant | Private Placement [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 10.00% | ||||||||||||
Debt instrument term | 1 year | ||||||||||||
Debt maturity date | Feb. 12, 2016 | ||||||||||||
Convertible debt conversion price | $ / shares | $ 0.13 | ||||||||||||
Quoted market price of common stock | $ / shares | $ 0.13 | ||||||||||||
Principal amount of debentures in percentage | 20.00% | ||||||||||||
Description of convertible common stock holders | Debenture is convertible into shares of the Company's common stock: (a) upon a Qualified Financing; (b) at the option of the holder, at the maturity date of the February 2015 Debenture; or (c) at the option of the holder, upon a change in control of the Company, as defined in the February 2015 Debenture. Upon the occurrence of a Qualified Financing, the February 2015 Debenture is convertible into shares of the Company's common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing. | ||||||||||||
Purchased of companies common stock to qualified financing | 80.00% | ||||||||||||
Company's common stock in shares | shares | 384,615 | ||||||||||||
Description of convertible common stock into warrants | Debenture Warrant has a three year term and provides the holder the right to purchase shares of the Company's common stock equal to 20% of the principal amount of the related February 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015 Debenture Warrant issuance date. An aggregate of 76,923 shares of the Company's common stock can be issued under the February 2015 Debenture Warrant at the current exercise price of $0.13 per share. All of the shares of the Company's common stock underlying the February 2015 Debenture Warrant vest on the earlier of (a) one year from the February 2015 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the February 2015 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events. | ||||||||||||
Discount recorded in connection with issuance of convertible debentures | $ 5,983 | ||||||||||||
Gross proceeds from private placement | $ 50,000 | ||||||||||||
September 2015 Convertible Debentures and Warrants | Private Placement [Member] | |||||||||||||
Convertible Debenture (Textual) | |||||||||||||
Interest rate on convertible debentures | 10.00% | ||||||||||||
Debt instrument term | 1 year | ||||||||||||
Debt maturity date | Sep. 14, 2016 | ||||||||||||
Principal amount of debentures in percentage | 20.00% | ||||||||||||
Description of convertible common stock holders | Debentures is convertible into shares of the Company's common stock: (a) upon a Qualified Financing; (b) at the option of the holder, at the maturity date of the September 2015 Debentures; or (c) at the option of the holder, upon a change in control of the Company, as defined in the September 2015 Debentures. Upon the occurrence of a Qualified Financing, the September 2015 Debentures are convertible into shares of the Company's common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.065, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing. | ||||||||||||
Company's common stock in shares | shares | 384,615 | ||||||||||||
Description of convertible common stock into warrants | Debenture Warrants have a three year term and provides the holder the right to purchase shares of the Company's common stock equal to 20% of the principal amount of the related September 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.065, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the September 2015 Debenture Warrants issuance date. An aggregate of 76,923 shares of the Company's common stock can be issued under the September 2015 Debenture Warrants at the current exercise price of $0.065 per share. All of the shares of the Company's common stock underlying the September 2015 Debenture Warrants vest on the earlier of (a) one year from the September 2015 Debenture Warrants issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the September 2015 Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events. | ||||||||||||
Fair value of exercise price, per share | $ / shares | $ 0.065 | ||||||||||||
Discount recorded in connection with issuance of convertible debentures | $ 4,022 | ||||||||||||
Gross proceeds from private placement | $ 25,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Notes Payable (Textual) | ||
Notes payable due to Hickey | $ 105,000 | |
Non-current notes payable | $ 105,000 | $ 105,000 |
Description of restructuring of cash payment due to Hickey under license agreement | (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Messrs. LaVance and Gifford [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2010 | Jan. 31, 2008 | Oct. 31, 2015 | |
Commitments and Contingencies (Textual) | |||
Annual base salary paid to Messrs. LaVance and Gifford | $ 200,000 | $ 275,000 | |
Description of condition to reduce annual base salary to $0 | Company has raised sufficient capital that would provide the Company the ability to pay either the original base salary of $275,000 or the reduced base salary of $200,000 or some other amount as mutually agreed upon by each of Mr. LaVance and/or Mr. Gifford and the Company's board of directors. | ||
Description of amount of severance payment | Equal to two times the sum of Mr. LaVance's or Mr. Gifford's annual base salary in effect immediately prior to the termination of Mr. LaVance's or Mr. Gifford's employment and an amount which is the lesser of (a) $150,000 and (b) the aggregate amount of any bonuses paid to Mr. LaVance or Mr. Gifford during the twelve months prior to the earlier of (i) the effective date of the Change of Control and (ii) the date Mr. LaVance's or Mr. Gifford's employment terminates with the Company. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jan. 04, 2016USD ($)$ / sharesshares |
January 2016 Debenture [Member] | |
Subsequent Events (Textual) | |
Convertible debentures, issuance date | Jan. 4, 2016 |
Interest rate on convertible debentures | 10.00% |
Warrant related to convertible debentures, description | Company issued a warrant (the "January 2016 Debenture Warrant'") to purchase shares of its common stock equal to 20% of the aggregate principal amount of the January 2016 Debenture. |
Term of debt | 1 year |
Gross proceeds from private placement | $ | $ 50,000 |
Debt maturity date | Jan. 4, 2017 |
Convertible debentures conversion price, description | (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.065, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the January 2016 Debenture is convertible into shares of the Company's common stock at $0.065 per share. |
Convertible debt conversion price | $ 0.065 |
Quoted market price of common stock | $ 0.025 |
Aggregate shares issued upon conversion | shares | 769,230 |
January 2016 Debenture Warrant [Member] | |
Subsequent Events (Textual) | |
Interest rate on convertible debentures | 20.00% |
Warrant related to convertible debentures, description | (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.065, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the January 2016 Debenture Warrant issuance date. |
Term of debt | 3 years |
Aggregate shares issued upon conversion | shares | 153,846 |
Warrant exercise price | $ 0.065 |
Debenture warrant vesting description | (a) one year from the January 2016 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the January 2016 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events. |