þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the fiscal year ended December 31,
2008
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For the transition period from to |
Delaware
|
85-0461778
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
4601
Paradise Blvd., NW, Suite B
Albuquerque,
NM
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87114
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of each class
|
Name
of each exchange on which registered
|
|
Common
Stock, $0.01 par value per share
|
None
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
TABLE
OF CONTENTS
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||
Page
No.
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||
EXPLANATORY NOTE |
i
|
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CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
|
1
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PART
I
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||
Item
1. Business
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2
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Item
1A. Risk Factors
|
11
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Item
2. Properties
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16
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|
Item
3. Legal Proceedings
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16
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|
Item
4. Submission of Matters to a Vote of Security Holders
|
16
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PART
II
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||
Item
5. Market for the Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
17
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Item
6. Selected Financial Data
|
18
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|
Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
18
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Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
24
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|
Item
8. Financial Statements and Supplementary Data
|
24
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|
Item
9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
24
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Item
9A. Controls and Procedures
|
24
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|
Item
9B. Other Information
|
25
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|
PART
III
|
||
Item
10. Directors, Executive Officers and Corporate Governance
|
26
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|
Item
11. Executive Compensation
|
28
|
|
Item
12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
29
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|
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
31
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|
Item
14. Principal Accounting Fees and Services
|
31
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PART
IV
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||
Item
15. Exhibits, Financial Statement Schedules
|
33
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|
SIGNATURES
|
36
|
·
|
SensAble
Technologies (www.sensable.com) is a haptics hardware and software
developer. Their first product was the Phantom haptics
interface. Their primary application focus is their computer
aided design products and other high end uses of haptics
technology. We have performed software development contracts
with SensAble in the past.
|
·
|
Immersion
Corporation (www.immersion.com) is primarily a 1D or 2D haptics (a Haptic
computer interaction in which forces are mechanically displayed to a user
in 1 or 2 directions of movement; examples are force feedback joysticks
and force feedback mice) hardware company. Immersion is a public company,
which has acquired other haptics device companies. They have
acquired Cybernet, Haptech and Virtual Technologies. Immersion
also purchased HT Medical, which is now called Immersion
Medical.
|
·
|
Reach
In Technologies (www.reachin.se) is an experienced haptics software
company based out of Sweden. They are a partner of Novint's and are
creating and modifying video games to support the Novint
Falcon.
|
·
|
MPB
(www.mpb-technologies.ca/space/p_freedom6s.html) is a Canadian based
haptics hardware company that has developed an interesting high end 3D
haptics hardware device, the Freedom
6.
|
·
|
Microsoft
has several haptic devices that simply vibrate and rumble, such as the
control pads for their Xbox systems. We believe our technology
offers more features and provides a richer haptic experience for the
user.
|
·
|
Force
Dimension (www.forcedimension.com), in Switzerland, has unveiled their
haptics hardware device, the Delta. Force Dimension has been
our partner and helped to develop the
Falcon.
|
·
|
FCS
Robotics (www.fcs-cs.com/robotics/) developed a large workspace haptics
device called the HapticMaster. This is another high-end device
that can be used with our software.
|
||
·
|
Logitech
sells haptics mice, wheels, and joysticks that they licensed from
Immersion and that are primarily used for gaming. Logitech’s
haptics products are two-dimensional and do not offer as many features as
our products will.
|
||
·
|
Sensegraphics,
a Swedish company, produces haptics
software.
|
Title
|
Application
No.
|
Filing Date
|
Patent No.
|
Issue
Date
|
|
These patent applications are
owned by Novint. They concern a technology that allows
efficient and intuitive interaction in a three-dimensional world with
familiar
two-dimensional controls. This group of applications describes
an intuitive type of haptics control object that allows developers to
create toolbars and other common types of interface
objects. These toolbars are easily accessible and greatly
improve user-interface issues related
to problems associated with depth perception of a 3D
cursor.
|
|||||
Human-computer interface including
efficient three dimensional controls
|
09/690,343
|
10/17/2000
|
6,727,924
|
4/27/2004
|
|
Human-computer interface including
efficient three
dimensional controls
|
10/831,682
|
4/22/2004
|
|||
Human-computer interface including
efficient three dimensional controls
|
12/062,306
|
4/3/2008
|
|||
This application concerns methods
for utilizing haptics in computer animation.
|
|||||
Force frames in animation
|
10/226,462
|
8/23/2002
|
|||
These patent applications are
owned by Novint. This group of applications concern specific
methods of communicating between a computer and a haptic interface
device.
|
|||||
Communications Between a Computer
and a Haptic Interface Device; Computer, Device,
and System
|
61/027,953
|
2/12/2008
|
|||
Communications Between a Computer
and a Haptic Interface Device; Computer, Device, and
System
|
12/173,014
|
7/14/2008
|
7,486,273
|
2/3/2009
|
|
Communications with a Haptic
Interface Device from
a Host Computer
|
12/363,720
|
1/31/2009
|
|||
These patent applications are
owned by Novint or licensed by Novint from Sandia National
Laboratories. They concern a user interface that provides
consistent, intuitive control interface to any application. This group of applications
describes mechanisms for the concept of a personal space. This
is a valuable and core component of e-Touch, our professional Application
Programming Interface, that allows users to customize their own personal space while
intuitively allowing interaction with a
variety of applications or virtual environments.
|
|||||
Human-computer interface
incorporating personal and application domains
|
09/649,853
|
8/29/2000
|
6,724,400
|
4/20/2004
|
|
Human-computer interface
incorporating personal and application
domains
|
10/801,756
|
3/16/2004
|
|||
These patent applications are
owned by Novint by assignment from Force Dimension. This group
of applications concerns implementation of the Falcon haptic interface
device. Counterparts in CA, EP, JP, US.
|
|||||
Device for transmitting a movement
having a parallel kinematics transmission structure providing three
translational degrees of freedom
|
PCT/EP2004/007588
|
7/9/2004
|
|||
Device for transmitting movements
and components thereof
|
PCT/EP2006/001245
|
2/10/2006
|
|||
Device for transmitting movements
and components thereof
|
PCT/EP2006/001246
|
2/10/2006
|
|||
These patent applications are
owned by Novint. They concern a method for efficiently
generating haptics models for use with existing images, without
requiring the cost of generating a
three-dimensional model. The claimed method can effectively add
a haptics dimension to the large volume of existing visual
content.
|
|||||
Coordinating haptics with visual
images in a human-computer interface
|
09/971,379
|
10/4/2001
|
7,225,115
|
5/29/2007
|
|
Coordinating haptics with visual
images in a human-computer interface
|
PCT/US02/31536
|
10/2/2002
|
|||
Coordinating haptics with visual
images in a human-computer interface
|
11/754,279
|
5/26/2007
|
|||
These patent applications are
owned by Novint or
licensed by Novint from Sandia National Laboratories. They
concern a haptics technology that allows intuitive interaction with
boundaries between interface domains. These patent applications
describe a specific type of haptics object that enables transitions between separate
domains by breaking through it.
|
|||||
Human computer
interfaces
|
60/202,448
|
5/6/2000
|
|||
Human-computer
interface
|
09/638,186
|
8/14/2000
|
6,833,826
|
12/21/2004
|
Human-computer interface including
haptically controlled interactions
|
09/785,696
|
2/16/2001
|
6,954,899
|
10/11/2005
|
|
These patent applications are
owned by Novint. They concern a number of haptics techniques
particularly applicable to computer games.
|
|||||
Human-computer interfaces
incorporating haptics
|
60/431,060
|
12/5/2002
|
|||
Computer Interface Methods and
Apparatuses
|
60/681,007
|
5/12/2005
|
|||
Bimodal user interaction with a
simulated object
|
11/433,173
|
5/13/2006
|
|||
Bimodal user interaction with a
simulated object
|
PCT/US2006/042557
|
10/30/2006
|
|||
This patent application is
owned by
Novint. It concerns a number of methods and apparatuses related
to communication with a user, with specific application to computer
games. Examples are drawn from a variety of games, each of
which has been implemented to utilize three-dimensional positional input devices with
force feedback.
|
|||||
Human-Computer Interfaces
Incorporating Haptics And Path-Based Interaction
|
10/729,574
|
12/4/2003
|
|||
These patent applications are
licensed by Novint from Sandia National Laboratories. They concern a
variety of navigation
techniques and control objects that utilize haptics, including techniques
based on the usage of a two-handed interface, where the user’s second hand can be used to
manipulate the user’s viewpoint within the
environment while allowing
the user’s first hand to control
navigation.
|
|||||
Multidimensional Display
Controller
|
08/834,616
|
4/14/1997
|
6,208,349
|
3/27/2001
|
|
Multidimensional Navigational
Controller
|
08/834,642
|
4/14/1997
|
|||
Navigation and Viewing in a
multidimensional space
|
11/244,584
|
10/6/2005
|
|||
Navigation and Viewing in a
multidimensional space
|
11/283,969
|
11/21/2005
|
Country
|
|
Filing
Date
|
|
Application No.
|
Registration Date
|
|
Patent
No.
|
Maximum Validity
|
|||
Canada
|
12-15-86 |
525321
|
04-14-1992 |
1,298,806
|
04-14-2009 | ||||||
Japan
|
12-10-86 |
50331/1986
|
05-20-1993 |
1,761,286
|
12-12-2006 | ||||||
Switzerland
|
12-16-1985 |
5348/85-6
|
10-31-1989 |
672089-4
|
12-16-2005 | ||||||
USA
|
12-10-1986 |
07/403,987
|
12-11-1990 |
4,976,582
|
12-11-2007 | ||||||
Europe
|
12-10-1986 |
86906759,5
|
07-17-1991 |
0250470
|
12-10-2006 |
|
1.
|
e-Touch,
copyright 2000, 2001, 2002, 2003 Novint Technologies,
Inc.
|
|
|
|
2.
|
Novint
sono software
|
|
|
|
3.
|
Mandrin
Pinball computer game
|
|
|
|
4.
|
IncrediBubble
computer game
|
|
|
|
5.
|
Super
Slam Ball computer game
|
|
|
|
6.
|
Newton’s
Monkey Business ™ computer game
|
|
7.
|
Feelin’
It ™ : Golf computer game
|
|
|
|
8.
|
Feelin’
It ™: Table Tennis computer game
|
|
|
|
9.
|
Feelin’
It ™ : Top Pin Bowling computer
game
|
|
|
|
10.
|
Feel
the Heat™ computer game
|
|
|
|
11.
|
Bogo™
computer game
|
|
|
|
12.
|
RC
Xtreme Impact™ computer game
|
|
|
|
13.
|
Feelin’
It: Blind Games™ computer game
|
|
|
|
14.
|
Newton’s
Monkey Business™ V1.5 computer game
|
|
|
|
15.
|
Duck
Launch™ computer game
|
|
|
|
16.
|
Top
Beat™ computer game
|
|
|
|
17.
|
Feelin’It™:
Airtable Hockey computer game
|
|
|
|
18.
|
Feelin’It
ArcadeRoller™ computer game
|
|
|
|
19.
|
Roly
Poly Rolland’s Pinball Challenge™ computer
game
|
|
|
|
20.
|
Haptics-Life
2: Episode 1™ computer game mod
|
|
|
|
21.
|
Second
Life Drivers computer game mod
|
|
|
|
22.
|
WoW
Drivers computer game mod
|
|
1.
|
NOVINT,
on the Federal Principal Register, serial number 76061389, registration
number 2512087. Branding for multiple products and
services.
|
|
|
|
2.
|
FEELIN
IT, on the Federal Principal Register, serial number 77075488,
registration number 3382564.
|
|
|
|
3.
|
Novint
logo, common law trademark. Branding for multiple products and
services.
|
|
|
|
4.
|
NOVINT
FALCON, application for Federal Principal Register, serial number
78561994, registration number 3469325; application for Federal Principal
Register serial number 77447596, registration number 3469325; application
for Federal Principal Register serial number
77447596.
|
|
|
|
5.
|
NEWTON
THE MONKEY, application for Federal Principal Register, serial number
77077459.
|
|
|
|
6.
|
NEWTON’S
MONKEY BUSINESS, application for Federal Principal Register, serial number
77077460.
|
|
|
|
7.
|
N
VENT, application for Federal Principal Register, serial number 77168654,
serial number 3496648; application for Federal Principal Register serial
number 77402492, serial number 3496648; application for Federal Principal
Register serial number 77402492.
|
|
8.
|
TOUCHCITY,
application for Federal Principal Register, serial number
77483553.
|
|
9.
|
FALCON,
application for Federal Principal Register, serial number
77447585.
|
|
10.
|
N TOUCH, application for Federal
Principal Register, serial number 77457633.
|
|
1.
|
“Glider”
computer game
|
|
|
|
2.
|
“Inago
Rage” computer game.
|
|
|
|
3.
|
Impulse
Thruster ™ computer game
|
|
|
|
4.
|
Feelin’It
™: Gish computer game
|
|
|
|
5.
|
Feelin’
It ™: Crystal Quest computer game
|
|
|
|
6.
|
Klectit™
computer game
|
|
|
|
7.
|
Feelin’It™:Arctic
Stud Poker Run computer game
|
|
|
|
8.
|
Tear
Down™ computer game
|
|
|
|
9.
|
Ascension
Reborn computer game
|
|
|
|
10.
|
Feelin’It:
XLR8™ computer game
|
|
|
|
11.
|
Feelin’It:™:
Virtual Pool 3 computer game
|
|
|
|
12.
|
The
Ship computer game
|
|
|
|
13.
|
Cell
Blast ™ computer game
|
|
|
|
14.
|
Not
Cho Cheese™ computer game
|
|
|
|
15.
|
Talon
Special Ops ™ computer game
|
|
|
|
16.
|
WWII
76mm ™ computer game
|
|
|
|
17.
|
Force
Fighter™ computer game
|
|
|
|
18.
|
Feelin’
It™: Mahjong computer game
|
|
|
|
19.
|
Chomper™
computer game
|
|
|
|
20.
|
Tobbit™
computer game
|
|
|
|
21.
|
Butter
Bean™ computer game
|
|
|
|
22.
|
Cave
Brain™ computer game
|
|
|
|
23.
|
Aquabiox™
computer game
|
|
|
|
24.
|
Hook
and Sinker Fishing™ computer game
|
|
|
|
25.
|
Tunneler™
computer game
|
|
|
|
26.
|
Mo
the Mole™ computer game
|
|
27.
|
Feelin’
It™: Dominoes computer game
|
|
|
|
28.
|
Space
Recoil™ computer game
|
|
|
|
29.
|
The
Feel of Steel™ computer game
|
|
|
|
30.
|
Jewel
Flipper™ computer game
|
|
|
|
31.
|
Snowbear™
computer game
|
|
|
|
32.
|
Moorhuhn
Games from Phenomedia computer game
|
·
|
Sandia’s
or our patents may not be broad enough to protect our proprietary
rights;
|
·
|
Sandia’s
or our patents could successfully be challenged by one or more third
parties, which could result in our or Sandia’s loss of the right to
prevent others from exploiting the inventions claimed in those
patents;
|
·
|
current
and future competitors may develop alternative technologies that are not
covered by Sandia’s patents; and
|
·
|
effective
patent protection may not be available in every country in which our
licensees do business.
|
·
|
laws
and contractual restrictions may not be sufficient to prevent
misappropriation of our or Sandia’s technologies or deter others from
developing similar technologies;
|
·
|
“shrinkwrap”
and “clickwrap” license agreements upon which we will rely to protect some
of our software will not be signed by the user and may not be enforceable
under the laws of all
jurisdictions;
|
·
|
other
companies may claim common law trademark rights based upon state or
foreign laws that precede federal registration of our
trademarks;
|
·
|
current
federal laws that prohibit software copying provide only limited
protection from software pirates, and effective trademark, copyright, and
trade secret protection may be unavailable or limited in some foreign
countries; and
|
·
|
policing
unauthorized use of our products and trademarks may be difficult,
expensive, and time-consuming, particularly
overseas.
|
Quarter
Ended
|
High
Bid
|
Low
Bid
|
||||||
December
31, 2008
|
$
|
0.75
|
$
|
0.23
|
||||
September
30, 2008
|
$
|
0.98
|
$
|
0.68
|
||||
June
30, 2008
|
$
|
1.59
|
$
|
0.75
|
||||
March
31, 2008
|
$
|
1.02
|
$
|
0.76
|
||||
December
31, 2007
|
$
|
1.02
|
$
|
0.71
|
||||
September
30, 2007
|
$
|
1.19
|
$
|
0.71
|
||||
June
30, 2007
|
$
|
1.40
|
$
|
0.87
|
||||
March
31, 2007
|
$
|
1.50
|
$
|
0.95
|
Equity
Compensation Plan Information
|
|||
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
Equity
compensation plans approved by security holders
|
2,627,020
|
$
0.79
|
4,847,980
|
Equity
compensation plans not approved by security holders
|
11,488,503
|
$
0.49
|
400,000
|
Total
|
14,115,523
|
5,247,980
|
(i)
|
our
disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports we file under the Exchange
Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to our management, including the CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure; and
|
(ii)
|
our
disclosure controls and procedures are
effective.
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
|
Name
|
Age
|
Position
Held
|
Officer/Director
since
|
|||
Tom
Anderson
|
34
|
Chief
Executive Officer, President, Chief Financial Officer, Chairman of the
Board and Director
|
2000
|
|||
Walter
Aviles
|
49
|
Chief
Technical Officer
|
2000
|
|||
Marvin
Maslow
|
71
|
Director
|
2000
|
|||
V.
Gerald Grafe
|
45
|
Director
|
2006
|
·
|
Had
any petition under the federal bankruptcy laws or any state insolvency law
filed by or against, or had a receiver, fiscal agent, or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association
of which he was an executive officer at or within two years before the
time of such filing;
|
·
|
Been
convicted in a criminal proceeding or a named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
|
·
|
Been
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following
activities:
|
(i)
|
Acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission, or an associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;
|
(ii)
|
Engaging
in any type of business practice;
or
|
(iii)
|
Engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of federal or state
securities laws or federal commodities
laws;
|
·
|
Been
found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any federal or state securities law, where the judgment
in such civil action or finding by the SEC has not been subsequently
reversed, suspended, or vacated ;
or
|
·
|
Been
found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, where the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended, or vacated.
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
(
$)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensation
($)
|
Non-
qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
(
$)
|
Total
($)
|
|||||||||||||||||||||||||
Tom
Anderson,
|
2008
|
$
|
142,308
|
$
|
297,424
|
(2) |
$
|
—
|
$
|
67,456
|
(3) |
$
|
—
|
$
|
23,077
|
$
|
—
|
$
|
530,265
|
|||||||||||||||
Chairman,
|
2007
|
$
|
150,000
|
$
|
—
|
$
|
—
|
$
|
67,456
|
(3) |
$
|
—
|
$
|
—
|
$
|
—
|
$
|
217,456
|
||||||||||||||||
CEO,
and CFO (1)
|
2006
|
$
|
150,000
|
$
|
—
|
$
|
—
|
$
|
67,456
|
(3) |
$
|
—
|
$
|
—
|
$
|
—
|
$
|
217,456
|
||||||||||||||||
Walter
Aviles,
|
2008
|
$
|
147,085
|
$
|
84,978
|
(2) |
$
|
—
|
$
|
118,906
|
(3) |
$
|
—
|
$
|
23,077
|
$
|
—
|
$
|
374,046
|
|||||||||||||||
CTO
(1)
|
2007
|
$
|
155,000
|
$
|
—
|
$
|
—
|
$
|
118,906
|
(3) |
$
|
—
|
$
|
—
|
$
|
—
|
$
|
273,906
|
||||||||||||||||
2006
|
$
|
155,000
|
$
|
—
|
$
|
—
|
$
|
118,906
|
(3) |
$
|
—
|
$
|
—
|
$
|
—
|
$
|
273,906
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value
of
Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
(#)
|
||||||||||
Tom
Anderson (1)
|
3,000,000
|
¯
|
¯
|
$
|
0.05
|
6/14/12
|
¯
|
¯
|
¯
|
¯
|
|||||||||
Tom
Anderson (2)
|
400,000
|
100,000
|
¯
|
$
|
0.66
|
6/10/14
|
¯
|
¯
|
¯
|
¯
|
|||||||||
Walter
Aviles (1)
|
81,515
|
¯
|
¯
|
$
|
0.01
|
11/01/10
|
¯
|
¯
|
¯
|
¯
|
|||||||||
Walter
Aviles (1)
|
705
|
¯
|
¯
|
$
|
0.01
|
11/01/10
|
¯
|
¯
|
¯
|
¯
|
|||||||||
Walter
Aviles (1)
|
1,100,000
|
¯
|
¯
|
$
|
0.05
|
6/14/12
|
¯
|
¯
|
¯
|
¯
|
|||||||||
Walter
Aviles (3)
|
800,000
|
200,000
|
¯
|
$
|
0.66
|
2/18/14
|
¯
|
¯
|
¯
|
¯
|
Name
|
Fees
Earned or
Paid in
Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||||||||||
Tom
Anderson (1)
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
||||||||||||||
Marvin
Maslow
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
117,489
|
(2)
|
$
|
117,489
|
|||||||||||||
V.
Gerald Grafe
|
$
|
―
|
$
|
15,000
|
(3)
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
175,009
|
(4)(5)
|
$
|
190,009
|
||||||||||||
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Name of Beneficial Owner and
Address
|
Number of Shares of
Common Stock
Beneficially
Owned
(1)
|
Percent of Shares
of
Common Stock
Beneficially Owned
(1)(2)
|
||||||
Executive
Officers and/or Directors:
|
||||||||
Tom
Anderson
|
6,740,118 |
(3)
|
10.4 | % | ||||
Walter
Aviles
|
2,182,220 |
(4)
|
3.4 | % | ||||
V.
Gerald Grafe
|
293,662 |
(5)
|
* | |||||
Marvin
Maslow
|
1,700,000 |
(6)
|
2.6 | % | ||||
5%
Beneficial Owners:
|
||||||||
AIGH
Investment Partners, LLC
|
3,700,000 |
(7)
|
5.7 | % | ||||
All
Executive Officers and Directors as a Group
(4 persons)
|
10,916,000 | 16.8 | % |
*
|
Less
than one percent.
|
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options, warrants
or convertible securities exercisable or convertible within 60 days
of April 9, 2009, are deemed outstanding for computing the percentage of
the person or entity holding such options, warrants or convertible
securities but are not deemed outstanding for computing the percentage of
any other person.
|
|
(2)
|
Percentages
are based on 32,259,131 shares of common stock issued and outstanding on
April 9, 2009.
|
|
(3)
|
Includes
3,315,118 shares of our common stock and an option to purchase 3,000,000
shares of our common stock at an exercise price of $0.05 per share and an
option to purchase 400,000 shares of our common stock at an exercise price
of $0.66 per share. Under this last option, 100,000 additional shares vest
on June 10, 2009. Also includes a warrant to purchase 25,000 shares
of our common stock at an exercise price of $1.50 per
share.
|
(4)
|
Includes
options to purchase 82,220 shares of our common stock at an exercise price
of $0.01 per share; 1,100,000 shares of our common stock at an exercise
price of $0.05 per share; and 1,000,000 shares of our common stock at an
exercise price of $0.66 per share.
|
|
(5)
|
Includes 247,453 shares of our
common stock, a warrant to purchase 25,000 shares of our common stock at
an exercise price of $1.50, and a warrant to purchase 12,500 shares of our
common stock at an exercise price of $2.00 per share. Also
includes options to purchase 8,709 shares of our common stock at an
exercise price of $0.89 per share. Under this option, 91,291
additional shares vest as legal services for the registration of patents
is completed.
|
|
(6)
|
Includes
an option to purchase 200,000 shares at an exercise price of $0.66 per
share. Under this option up to the amount of 50,000 shares will vest
annually on June 10 of each year until 2009. Also includes an option
to purchase 1,500,000 shares at an exercise price of $0.90 per
share.
|
|
(7)
|
Includes
1,800,000 shares of our common stock, a warrant to purchase 1,800,000
shares of our common stock at an exercise price of $1.50 per share, and a
warrant to purchase 100,000 shares of our common stock at an exercise
price of $1.00 per share. The address for AIGH Investment Partners, LLC
(“AIGH”) is 6006 Berkeley Avenue, Baltimore, Maryland 21209. Orin
Hirschman is the managing member of AIGH and exercises sole voting and
investment control over such
shares.
|
Exhibit
Number
|
Description
|
|
3.1
|
Amended and Restated Certificate
of Incorporation, as currently in effect (13)
|
|
3.2
|
Amended and Restated Bylaws, as
currently in effect
(9)
|
|
3.3
|
Articles of Merger
(1)
|
|
3.4
|
Certificate of Merger
(1)
|
|
4.1
|
Form of Common Stock Purchase
Warrant, March 2007 (10)
|
|
4.2
|
Form of Note
(16)
|
|
4.3
|
Form of Warrant
(16)
|
|
4.4
|
Form of Note
(17)
|
|
4.5
|
Form of Warrant
(17)
|
|
4.6
|
Form of Note
(18)
|
|
4.7
|
Form of Convertible Note
(18)
|
|
4.8
|
Form of Warrant
(18)
|
|
10.1
|
License Agreement between Novint
Technologies, Inc. and Sandia Corporation, dated April 11, 2000
(1)
|
|
10.2
|
Employment Agreement between Novint
Technologies, Inc. and Thomas G. Anderson, dated March 2004
(1)
|
|
10.3
|
Employment Agreement between
Novint Technologies, Inc. and Walter A. Aviles, dated November 2000
(1)
|
|
10.4
|
Amended and Restated 2004 Stock
Incentive Plan
(7)
|
|
10.5
|
Shareholders Agreement between
Manhattan Scientifics, Inc., Novint Technologies, Inc., and Thomas G.
Anderson, dated May 16, 2001 (2)
|
|
10.6
|
Sublicense Agreement between
Manhattan Scientifics and Novint
Technologies, Inc., dated June 24, 2000
(3)
|
|
10.7
|
License and Royalty Agreement
between Manhattan Scientifics and Novint
Technologies, Inc., dated May 16, 2001 (3)
|
|
10.8
|
Research Development and License
Agreement between Manhattan Scientifics and Novint
Technologies, Inc.,
June 24, 2000 (3)
|
|
10.9
|
Intellectual Property License
Agreement between Novint Technologies, Inc. and Force Dimension, LLC,
dated January 5, 2004 (4)
|
|
10.10
|
Amendment to Intellectual Property
License Agreement between Novint Technologies, Inc. and Force Dimension, dated May
5, 2005
(5)
|
10.11
|
Amendment to Intellectual Property
License Agreement between Novint Technologies, Inc. and Force Dimension
LLC, dated March 9, 2006 (6)
|
|
10.12
|
Board of Directors Agreement between V. Gerald
Grafe and Novint
Technologies, Inc., dated September 20, 2006 (7)
|
|
10.13
|
Manufacturing Agreement between
Novint Technologies, Inc. and VTech Communications Ltd., dated December
19, 2006 (8)
|
|
10.14
|
Form of Unit Subscription
Agreement, March 2007
(10)
|
|
10.15
|
Form of Investor Rights Agreement,
March 2007 (10)
|
|
10.16
|
Amendment No. 1 to Unit
Subscription Agreement, dated March 2, 2007 (11)
|
|
10.17
|
Amendment No. 2 to Unit
Subscription Agreement, dated March 30, 2007
(11)
|
|
10.18
|
Amendment No. 1 to Investor Rights
Agreement, dated March 30, 2007 (11)
|
|
10.19
|
Purchase Order with The Falk
Group, LLC, dated January 16, 2007 (12)
|
|
10.20
|
Intellectual Property Acquisition
Agreement between Novint Technologies, Inc. and Tournabout, Inc., dated July 17, 2007
(14)
|
|
10.21
|
Lease Agreement, between Floit
Properties, Inc. and Novint Technologies, Inc., dated June 21, 2007
(15)
|
|
10.22
|
Form of Subscription Agreement
(16)
|
|
10.23
|
Form of Subscription Agreement
(17)
|
|
10.24
|
Form of Subscription Agreement
(18)
|
|
10.25
|
Form
of Intercreditor Agreement (18)
|
|
10.26
|
Form of Subscription Agreement
(19)
|
|
10.27
|
Form of Secured Note
(19)
|
|
10.28
|
Form of Convertible Note
(19)
|
|
10.29
|
Form of Warrant
(19)
|
|
10.30
|
Form of Intercreditor Agreement
(19)
|
|
14.1
|
Code of Ethics
(7)
|
|
23.1
|
Consent of Independent Registered
Public Accounting Firm for Registration Statement (No.
333-144104) on Form S-8 *
|
|
31.1
|
Section
302 Certificate of Chief Executive Officer *
|
|
31.2
|
Section
302 Certificate of Chief Financial Officer *
|
|
32.1
|
Section
906 Certificate of Chief Executive Officer and Chief Financial
Officer
*
|
Filed on May 17, 2004 as an
exhibit to our Registration Statement on Form SB-2, and incorporated
herein by reference.
|
||
(2)
|
Filed on October 15, 2004 as an
exhibit to Amendment No. 2 to our Registration Statement on Form SB-2/A, and incorporated
herein by reference.
|
|
(3)
|
Filed on January 11, 2005 as an
exhibit to Amendment No. 3 to our Registration Statement on Form SB-2/A,
and incorporated herein by reference.
|
|
(4)
|
Filed on February 11, 2005 as an
exhibit to Amendment
No. 4 to our Registration Statement on Form SB-2/A, and incorporated
herein by reference.
|
|
(5)
|
Filed on August 9, 2005 as an
exhibit to Amendment No. 7 to our Registration Statement on Form SB-2/A,
and incorporated herein by reference.
|
(6)
|
Filed on April 17, 2006 as an
exhibit to our Annual Report on Form 10-KSB, and incorporated herein by
reference.
|
|
(7)
|
Filed on September 22, 2006 as an
exhibit to our Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(8)
|
Filed on December 20, 2006 as an
exhibit to our Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(9)
|
Filed on March 1, 2007 as an
exhibit to our Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(10)
|
Filed on March 9, 2007 as an exhibit to
our Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(11)
|
Filed on May 15, 2007 as an
exhibit to our Periodic Report on Form 10-QSB, and incorporated herein by
reference.
|
|
(12)
|
Filed on May 24, 2007 as an exhibit to our
Registration Statement on Form SB-2, and incorporated herein by
reference.
|
|
(13)
|
Filed on June 21, 2007 as an
exhibit to our Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(14)
|
Filed on July 23, 2007
as an exhibit to our
Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(15)
|
Filed on July 27, 2007 as an
exhibit to Post-Effective Amendment No. 1 to our Registration Statement on
Form SB-2, and incorporated herein by
reference.
|
(16)
|
Filed on April 15, 2008 as an
exhibit to our Current Report on Form 8-K, and incorporated herein by
reference.
|
(17)
|
Filed on May 12, 2008 as an
exhibit to our Current Report on Form 8-K, and incorporated herein by
reference.
|
(18)
|
Filed on December 9, 2008 as an exhibit to our
Current Report on Form 8-K, and incorporated herein by
reference.
|
|
(19) | Filed on April 16, 2009 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference. |
December
31, 2008
|
December
31, 2007
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 55,315 | $ | 2,704,367 | ||||
Accounts
receivable, net
|
57,170 | 80,724 | ||||||
Prepaid
expenses and other current assets
|
674,608 | 257,787 | ||||||
Inventory
|
1,333,632 | 474,461 | ||||||
Deposit
on purchase of inventory
|
14,722 | 469,644 | ||||||
Deposits
|
12,181 | - | ||||||
|
||||||||
Total
current assets
|
2,147,628 | 3,986,983 | ||||||
|
||||||||
PROPERTY
AND EQUIPMENT, NET
|
463,080 | 443,576 | ||||||
DEFERRED
FINANCING COSTS
|
362,247 | - | ||||||
PREPAID
EXPENSES - NET OF CURRENT PORTION
|
1,020,534 | 125,706 | ||||||
SOFTWARE
DEVELOPMENT COSTS, NET
|
585,682 | 644,308 | ||||||
INTANGIBLE
ASSETS, NET
|
680,367 | 405,299 | ||||||
DEPOSITS,
NET OF CURRENT PORTION
|
16,042 | 43,063 | ||||||
Total
assets
|
$ | 5,275,580 | $ | 5,648,935 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$ | 684,277 | $ | 225,052 | ||||
Accrued
payroll related liabilities
|
939,298 | 195,549 | ||||||
Accrued
expenses
|
323,548 | 238,060 | ||||||
Accrued
expenses - related parties
|
86,577 | 28,189 | ||||||
Deferred
revenue
|
29,662 | 44,966 | ||||||
Notes
payable, net of unamortized debt discount of $69,952
|
230,040 | - | ||||||
|
||||||||
Total
current liabilities
|
2,293,402 | 731,816 | ||||||
|
||||||||
LONG
TERM LIABILITIES:
|
||||||||
Convertible
notes payable, net of unamortized debt discount
of $4,132,488
|
1,029,718 | - | ||||||
|
||||||||
Total
liabilities
|
3,323,120 | 731,816 | ||||||
|
||||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
STOCKHOLDERS'
EQUITY:
|
||||||||
Common
stock, authorized 150,000,000 shares, $0.01 par
value; 32,259,131 and 31,898,955 shares issued and
outstanding, respectively
|
322,592 | 318,990 | ||||||
Additional
paid-in capital
|
32,026,387 | 25,348,138 | ||||||
Accumulated
deficit
|
(30,391,914 | ) | (20,745,404 | ) | ||||
Accumulated
other comprehensive loss
|
(4,605 | ) | (4,605 | ) | ||||
|
||||||||
Total
stockholders' equity
|
1,952,460 | 4,917,119 | ||||||
|
||||||||
Total
liabilities and stockholders' equity
|
$ | 5,275,580 | $ | 5,648,935 |
For
the Years Ended
|
||||||||
December
31, 2008
|
December
31, 2007
|
|||||||
Revenue:
|
||||||||
Project
|
$ | 138,225 | $ | 178,458 | ||||
Product
|
297,250 | 236,589 | ||||||
Total
revenue
|
435,475 | 415,047 | ||||||
|
||||||||
|
||||||||
Cost
of goods sold:
|
||||||||
Project
|
90,308 | 130,166 | ||||||
Product
|
721,264 | 354,078 | ||||||
Total
cost of goods sold
|
811,572 | 484,244 | ||||||
|
||||||||
|
||||||||
Gross
profit (loss)
|
(376,097 | ) | (69,197 | ) | ||||
|
||||||||
Operating
expenses
|
||||||||
Research
and development
|
1,096,120 | 1,142,986 | ||||||
General
and administrative
|
5,749,393 | 5,266,094 | ||||||
Depreciation
and amortization
|
545,029 | 315,999 | ||||||
Sales
and marketing
|
484,195 | 1,391,792 | ||||||
Total
operating expenses
|
7,874,737 | 8,116,871 | ||||||
|
||||||||
Loss
from operations
|
(8,250,834 | ) | (8,186,068 | ) | ||||
|
||||||||
Other
(income) expense
|
||||||||
Interest
income
|
(15,827 | ) | (236,732 | ) | ||||
Interest
expense
|
305,513 | 146,896 | ||||||
Debt
discount related to notes and convertible debts
|
1,108,197 | - | ||||||
Other
(income) expense
|
(2,207 | ) | 265 | |||||
|
||||||||
Net
other (income) expense
|
1,395,676 | (89,571 | ) | |||||
|
||||||||
|
||||||||
Net
loss
|
$ | (9,646,510 | ) | $ | (8,096,497 | ) | ||
|
||||||||
Loss
per share, basic and diluted:
|
||||||||
Net
loss
|
$ | (0.30 | ) | $ | (0.27 | ) | ||
|
||||||||
Weighted-average
common shares outstanding, basic and diluted
|
32,012,399 | 29,579,175 |
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
|||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Accumulated
|
Comprehensive
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
(Deficit)
|
Loss
|
Total
|
|||||||||||||||||||
Balances,
December 31, 2006
|
19,894,091 | $ | 198,942 | $ | 12,624,562 | $ | (12,648,907 | ) | $ | (4,605 | ) | $ | 169,992 | |||||||||||
Common
stock sold for cash, net of offering costs of $439,364
|
10,330,000 | 103,300 | 9,787,336 | 9,890,636 | ||||||||||||||||||||
Common
stock issued related to exercise of options/warrants
|
444,811 | 4,448 | 132,236 | 136,684 | ||||||||||||||||||||
Common
stock issued to consultants for services
|
381,018 | 3,810 | 430,091 | 433,901 | ||||||||||||||||||||
Common
stock issued for repayment of notes payable
|
232,627 | 2,326 | 355,755 | 358,081 | ||||||||||||||||||||
Common
stock issued for settlement of accrued liabilities
|
507,701 | 5,077 | 595,327 | 600,404 | ||||||||||||||||||||
Options
vested for employees services
|
433,607 | 433,607 | ||||||||||||||||||||||
Options
vested to consultants for services
|
980,310 | 980,310 | ||||||||||||||||||||||
Common
stock issued for purchase of licenses
|
9,260 | 93 | 9,908 | 10,001 | ||||||||||||||||||||
Common
stock issued pursuant to previous investment agreements
|
99,447 | 994 | (994 | ) | - | |||||||||||||||||||
Net
loss
|
(8,096,497 | ) | (8,096,497 | ) | ||||||||||||||||||||
Balances,
December 31, 2007
|
31,898,955 | $ | 318,990 | $ | 25,348,138 | $ | (20,745,404 | ) | $ | (4,605 | ) | $ | 4,917,119 | |||||||||||
Common
stock issued for services
|
59,630 | 596 | 56,754 | - | - | 57,350 | ||||||||||||||||||
Common
stock issued related to conversion of convertible
debts
|
72,900 | 729 | 72,170 | - | - | 72,899 | ||||||||||||||||||
Common
stock issued for settlement of accrued liabilities
|
90,096 | 901 | 88,849 | - | - | 89,750 | ||||||||||||||||||
Common
stock issued related to exercise of options
|
135,000 | 1,350 | 66,150 | - | - | 67,500 | ||||||||||||||||||
Common
stock issued related to cashless options
|
2,550 | 26 | (26 | ) | - | - | - | |||||||||||||||||
Options
vested for employees services
|
- | - | 528,585 | - | - | 528,585 | ||||||||||||||||||
Options
and warrants vested to consultants for services
|
- | - | 442,510 | - | - | 442,510 | ||||||||||||||||||
Warrants
issued for financing costs
|
- | - | 112,620 | - | - | 112,620 | ||||||||||||||||||
Warrants
issued with note payable
|
- | - | 75,540 | - | - | 75,540 | ||||||||||||||||||
Debt
discount and beneficial conversion feature related to
convertible notes
|
- | - | 5,235,097 | - | - | 5,235,097 | ||||||||||||||||||
Net
loss
|
- | - | (9,646,510 | ) | - | (9,646,510 | ) | |||||||||||||||||
Balances,
December 31, 2008
|
32,259,131 | $ | 322,592 | $ | 32,026,387 | $ | (30,391,914 | ) | $ | (4,605 | ) | $ | 1,952,460 |
For
the Years Ended
|
||||||||
December
31, 2008
|
December
31, 2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (9,646,510 | ) | $ | (8,096,497 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in)
|
||||||||
operating
activities
|
||||||||
Depreciation
and amortization
|
545,029 | 315,999 | ||||||
Equipment
given to terminated employees
|
11,916 | |||||||
Amortization
of capitalized finance cost and debt discount
|
1,212,031 | 265 | ||||||
Common
stock issued for services
|
57,350 | 384,656 | ||||||
Options
issued to employees and consultant for services
|
971,095 | 1,413,917 | ||||||
Amortization
of bond discount
|
- | (19,100 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
23,554 | (80,724 | ) | |||||
Prepaid
expenses
|
(416,821 | ) | (163,720 | ) | ||||
Inventory
|
(859,171 | ) | (474,461 | ) | ||||
Deposit
on purchase of inventory
|
454,922 | (186,573 | ) | |||||
Prepaid
expenses, net of current
|
(894,828 | ) | (125,706 | ) | ||||
Deposits
|
14,839 | (43,063 | ) | |||||
Accounts
payable and accrued liabilities
|
1,243,601 | 227,639 | ||||||
Accrued
expenses related party
|
68,138 | (49,311 | ) | |||||
Deferred
revenues
|
(15,304 | ) | 44,966 | |||||
Billings
in excess of costs and estimated earnings on contracts,
net
|
- | (5,500 | ) | |||||
Net
cash (used in) operating activities
|
(7,230,159 | ) | (6,857,213 | ) | ||||
Cash
flows from (to) investing activities:
|
||||||||
Purchasing
of licensing rights
|
(556,418 | ) | (131,711 | ) | ||||
Capital
outlay for software development costs and other intangible
assets
|
(101,231 | ) | (443,840 | ) | ||||
Capital
outlay for investment in debt security held-to-maturity
|
- | (1,980,900 | ) | |||||
Proceeds
from maturity of debt security
|
- | 2,000,000 | ||||||
Proceeds
from disposal of fixed assets
|
- | 12,025 | ||||||
Property
and equipment purchases
|
(135,244 | ) | (219,880 | ) | ||||
Net
cash (used in) investing activities
|
(792,893 | ) | (764,306 | ) | ||||
Cash
flows from (to) financing activities:
|
||||||||
Proceeds
from exercise of options
|
67,500 | 136,684 | ||||||
Proceeds
from issuance of common stock
|
- | 10,330,000 | ||||||
Cash
paid for offering costs
|
(228,597 | ) | (396,266 | ) | ||||
Proceeds
from notes payable
|
300,000 | - | ||||||
Proceeds
from convertible notes payable
|
5,235,097 | - | ||||||
Net
cash provided by financing activities
|
5,374,000 | 10,070,418 | ||||||
Net
increase (decrease) in cash and cash equivalents
|
(2,649,052 | ) | 2,448,899 | |||||
Cash
and cash equivalents at beginning of period
|
2,704,367 | 255,468 | ||||||
Cash
and cash equivalents at end of period
|
$ | 55,315 | $ | 2,704,367 | ||||
Supplemental
information:
|
||||||||
Interest
paid
|
$ | - | $ | - | ||||
Income
taxes paid
|
$ | - | $ | 850 | ||||
Non-cash
investing and financing activities:
|
||||||||
Debt
discount and deferred financing cost related to convertible
notes
|
||||||||
payable
recorded against paid-in capital
|
$ | 5,235,097 | $ | - | ||||
Payment
of offering costs with 143,450 warrants
|
$ | 112,620 | $ | - | ||||
Deferred
financing cost recognize and netted against paid-in
capital
|
$ | - | $ | 54,354 | ||||
Purchase
of software and other intangible assets with 279,002 shares of common
stock
|
$ | - | $ | 337,386 | ||||
Conversion
of convertible debts with common stock
|
$ | 72,899 | $ | - | ||||
Payment
of notes payable and accrued interest with 232,627 shares of common
stock
|
$ | - | $ | 358,081 | ||||
Payment
of accrued liabilities with 90,096 and 296,700 shares, respectively, of
common stock
|
$ | 89,750 | $ | 333,519 | ||||
Payment
of services with 332,100 shares of common stock
|
$ | - | $ | 384,656 | ||||
Issuance
of 72,899 shares of common stock for the conversion of convertible notes
payable
|
$ | 72,899 | $ | - | ||||
Debt
discount related to notes payable recorded against paid-in
capital.
|
$ | 75,540 | $ | - |
December
31,
2008
|
%
|
December
31,
2007
|
%
|
||||||||||
Project
Revenue
|
|||||||||||||
Lockheed
Martin Perry
|
$
|
—
|
—
|
$
|
35,836
|
9
|
|||||||
The
Falk Group
|
59,400
|
14
|
139,612
|
33
|
|||||||||
Simquest
LLC
|
78,825
|
18
|
10,312
|
2
|
|||||||||
Product
Revenue
|
|||||||||||||
CompUSA
|
—
|
—
|
51,528
|
12
|
|||||||||
D&H
Distributing
|
53,258
|
12
|
3,628
|
1
|
|||||||||
Reachin
Technologies AB
|
61,591
|
14
|
10,312
|
2
|
|||||||||
Tiger
Direct, Inc
|
60,044
|
14
|
14,555
|
4
|
Year
Ended December 31,
|
||||
2009
|
$ | 371,105 | ||
2010
|
264,836 | |||
2011
|
13,784 | |||
2012
|
2,660 | |||
2013
and thereafter
|
27,982 | |||
Total
|
$ | 680,367 |
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Equipment
|
$ | 169,287 | $ | 177,330 | ||||
Leasehold
improvements
|
15,659 | 10,425 | ||||||
Office
equipment
|
80,846 | 14,987 | ||||||
Software
|
65,595 | 50,595 | ||||||
Tooling
|
283,361 | 252,530 | ||||||
Vehicles
|
21,483 | 21,483 | ||||||
636,231 | 527,350 | |||||||
Less
accumulated amortization
|
(173,151 | ) | (83,774 | ) | ||||
$ | 463,080 | $ | 443,576 |
December
31, 2008
|
December
31, 2007
|
|||||||
Licensing
agreements
|
$ | 1,245,543 | $ | 689,125 | ||||
Patent
|
40,706 | 40,706 | ||||||
Less
accumulated amortization
|
(605,882 | ) | (324,532 | ) | ||||
$ | 680,367 | $ | 405,299 |
2008
|
2007
|
|||||||
Income
tax benefit at statutory rate
|
$ | (3,276,000 | ) | $ | (1,655,000 | ) | ||
State
income taxes
|
(463,000 | ) | (389,000 | ) | ||||
Increase
in valuation allowance
|
3,739,000 | 2,044,000 | ||||||
Income
tax expense
|
$ | — | $ | — |
2008
|
|
2007
|
||||||
Net
operating loss carryforwards
|
$ | 9,550,000 | $ | 6,446,000 | ||||
Accrual-to-cash
adjustment
|
(123,000 | ) | 100,000 | |||||
Software
development costs
|
211,000 | 172,000 | ||||||
Options
granted for services
|
1,650,000 | 1,228,000 | ||||||
Other
|
486,000 | 84,000 | ||||||
Valuation
allowance
|
(11,774,000 | ) | (8,030,000 | ) | ||||
$ | — | $ | — |
Federal
|
State
|
|||||||
NOL
carryforward expiration:
|
||||||||
2009
|
$ | — | $ | 726,000 | ||||
2010
|
— | 3,069,000 | ||||||
2011
|
— | 2,430,000 | ||||||
2012
|
— | 6,952,000 | ||||||
2013
|
— | 8,000,000 | ||||||
Thereafter
|
23,095,000 | — | ||||||
$ | 23,095,000 | $ | 21,177,000 |
2008
|
2007
|
|||||||
Consultant
and employee compensation
|
$ | 3,679,437 | $ | 3,697,817 | ||||
Professional
fees
|
885,170 | 895,415 | ||||||
Insurance
|
314,977 | 174,705 | ||||||
Royalties
|
429,772 | 107,087 | ||||||
Remaining
(accounts not greater than 5%)
|
440,037 | 391,070 | ||||||
$ | 5,749,393 | $ | 5,266,094 |
Year
Ended December 31,
|
||||
2009
|
$ | 129,883 | ||
2010
|
99,213 | |||
2011
|
99,213 | |||
2012
|
99,213 | |||
2013
|
8,268 | |||
Total
|
$ | 435,790 |
Shares
Under Option
|
Price
per Share
|
Weighted-AverageExercise Price
|
||||||||||
Options
outstanding at 12/31/06
|
11,417,099 | $ | 0.01-$1.20 | $ | 0.47 | |||||||
Granted
|
859,118 | $ | 0.89-$1.02 | $ | 0.90 | |||||||
Exercised
|
(98,040 | ) | $ | 1.02 | $ | 1.02 | ||||||
Canceled
|
(157,059 | ) | $ | 1.01-$1.02 | $ | 1.02 | ||||||
Options
outstanding at 12/31/07
|
12,021,118 | $ | 0.01-$1.20 | $ | 0.53 | |||||||
Granted
|
579,500 | $ | 0.50-$1.20 | $ | 0.68 | |||||||
Exercised
|
(56,519 | ) | $ | 0.66-$1.02 | $ | 0.97 | ||||||
Canceled
|
(269,500 | ) | $ | 0.66-$1.20 | $ | 0.94 | ||||||
Options
outstanding at 12/31/08
|
12,274,599 | $ | 0.01-$1.20 | $ | 0.51 | |||||||
Exercisable
at 12/31/07
|
10,709,078 | $ | 0.01-$1.20 | $ | 0.46 | |||||||
Exercisable
at 12/31/08
|
9,996966 | $ | 0.01-$1.20 | $ | 0.42 |
Outstanding
|
Exercisable
|
|||||||||||||||||||
Exercise
Price
|
Number
|
Weighted-
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual
Life (years)
|
Number
|
Weighted
Average
Exercise Price
|
|||||||||||||||
$
0.01
|
284,911 | $ | 0.01 | 1.63 | 284,911 | $ | 0.01 | |||||||||||||
$
0.05
|
4,600,000 | $ | 0.05 | 3.45 | 4,600,000 | $ | 0.05 | |||||||||||||
$
0.50
|
361,364 | $ | 0.50 | 9.82 | 361,364 | $ | 0.50 | |||||||||||||
$
0.66
|
2,994,394 | $ | 0.66 | 5.45 | 2,508,394 | $ | 0.66 | |||||||||||||
$
0.89
|
154,000 | $ | 0.89 | 9.01 | 45,459 | $ | 0.89 | |||||||||||||
$
0.90
|
1,500,000 | $ | 0.90 | 7.95 | 1,250,000 | $ | 0.90 | |||||||||||||
$
0.95
|
120,000 | $ | 0.95 | 8.80 | 68,000 | $ | 0.95 | |||||||||||||
$
1.00
|
1,465,930 | $ | 1.00 | 7.32 | 446,838 | $ | 1.00 | |||||||||||||
$
1.01
|
725,000 | $ | 1.01 | 8.19 | 393,000 | $ | 1.01 | |||||||||||||
$
1.03
|
25,000 | $ | 1.03 | 9.39 | - | $ | 1.03 | |||||||||||||
$
1.05
|
5,000 | $ | 1.05 | 9.38 | - | $ | 1.05 | |||||||||||||
$
1.06
|
4,000 | $ | 1.06 | 9.35 | 4,000 | $ | 1.06 | |||||||||||||
$
1.18
|
5,000 | $ | 1.18 | 9.31 | 5,000 | $ | 1.18 | |||||||||||||
$
1.20
|
30,000 | $ | 1.20 | 7.67 | 30,000 | $ | 1.20 | |||||||||||||
Total
|
12,274,599 | $ | 0.51 | 5.53 | 9,996,966 | $ | 0.42 |
December
31, 2008
|
December
31, 2007
|
|||||||||||||||
Shares
|
Wtd
Avg
Ex
Price
|
Shares
|
|
Wtd
Avg
Ex
Price
|
||||||||||||
Outstanding
at beginning of year
|
14,975,245 | $ | 1.52 | 5,276,225 | $ | 1.40 | ||||||||||
Granted
|
7,033,501 | 0.98 | 10,444,020 | 1.52 | ||||||||||||
Note
Conversion
|
36,450 | 1.50 | ||||||||||||||
Exercised
|
(135,000 | ) | 0.50 | (415,000 | ) | — | ||||||||||
Forfeited
|
(112,500 | ) | 0.80 | (330,000 | ) | 1.00 | ||||||||||
Outstanding
at end of year
|
21,797,696 | 1.35 | 14,975,245 | 1.52 | ||||||||||||
Exercisable
at end of year
|
21,797,696 | 1.35 | 14,975,245 | 1.52 | ||||||||||||
Weighted
average fair value of warrants granted
|
$ | 1.35 | $ | 1.52 |
Warrants
Outstanding
|
Warrants
Exercisable
|
|||||||||||||||||||
Range
of Exercise
Prices
|
Number
Outstanding
at 12/31/2008
|
Weighted-
Average
Remaining
Contractual
Life
|
Weighted-
Average
Exercise
Price
|
Number
Exercisable
at
12/31/2008
|
Weighted-
Average
Exercise
Price
|
|||||||||||||||
$0.26
to $0.50
|
300,000 | 4.64 | $ | 0.50 | 300,000 | $ | 0.50 | |||||||||||||
$0.51
to $1.00
|
8,394,501 | 5.04 | 0.98 | 8,394,501 | 0.98 | |||||||||||||||
$1.01
to $2.00
|
13,103,195 | 5.65 | 1.60 | 13,103,195 | 1.60 | |||||||||||||||
$0.26
to $2.00
|
21,797,696 | 21,797,696 |
NOVINT
TECHNOLOGIES, INC.
|
|||
Dated:
April 23, 2009
|
By:
|
/s/
Tom Anderson
|
|
Tom
Anderson,
|
|||
President,
Chief Executive Officer, and Chief Financial Officer
|
NAME
|
TITLE
|
DATE
|
||
/s/
Tom Anderson
|
Chairman
of the Board, Principal Executive Officer, and Principal Financial
|
April
23, 2009
|
||
Tom
Anderson
|
and Accounting Officer | |||
/s/
Marvin Maslow
|
Director
|
April
23, 2009
|
||
Marvin
Maslow
|
||||
/s/
V. Gerald Grafe
|
Director
|
April
23, 2009
|
||
V.
Gerald Grafe
|