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The Company has estimated the fair value of the options granted to be $ 263,550 as of the grant date , which amount shall be amortized as an expense over a one year period beginning December 1 , 2015 .
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The fair value of the stock option grants were estimated on the date of the grant using a Black - Scholes valuation model and the assumptions in the following table : On June 22 , 2016 , The Company granted a non - qualified stock option under the Plan for 75,000 shares to director Linda Shein .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross': ['75,000']}
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The option vests one year from the date of grant .
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The option expires on June 21 , 2021 .
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The Company has estimated the fair value of the option granted to be $ 90,075 as of the grant date , which amount shall be amortized as an expense over a one year period beginning June 2016 .
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The Company also granted a total of 130,000 incentive stock options to seven of its employees on the same date at $ 3.35 per share .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross': ['130,000']}
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The incentive stock options vest in equal 20 % increments commencing June 22 , 2017 and for the four subsequent anniversaries of such date .
{'SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage': ['20']}
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The incentive stock options expire on June 21 , 2026 .
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The Company has estimated the fair value of the incentive stock options granted to be $ 202,904 as of the grant date , which amount shall be amortized over a five year period beginning June 2016 .
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The fair value of the stock option granted to the director were estimated on the date of the grant using a Black - Scholes valuation model and the assumptions in the following table : 17 TABLE OF CONTENTS CCA INDUSTRIES , INC . AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The fair value of the stock options granted to the employees were estimated on the date of the grant using a Black - Scholes valuation model and the assumptions in the following table : The Company recorded a charge against earnings in the amount of $ 97,707 for the three months ended August 31 , 2016 and $ 23,897 for the three months ended August 31 , $ 2,015 . 00 for all outstanding stock options granted .
{'AllocatedShareBasedCompensationExpense': ['97,707', '23,897']}
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The Company recorded a charge against earnings in the amount of $ 238,684 and 82,536 , respectively , for the nine months ended August 31 , 2016 and August 31 , 2015 for all stock options granted . A summary of stock option activity for the Company is as follows : 18 TABLE OF CONTENTS CCA INDUSTRIES , INC . AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 - INCOME ( LOSS ) PER SHARE Basic earnings ( loss ) per share is calculated using the average number of common shares outstanding .
{'AllocatedShareBasedCompensationExpense': ['238,684', '82,536']}
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For the three and nine month periods ending August 31 , 2016 and 2015 there were 560,000 and 2,204,744 shares , respectively , underlying previously issued stock options and warrants that were excluded from diluted loss per share because the effects of such shares were anti - dilutive .
{'AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount': ['560,000', '2,204,744']}
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NOTE 14 - RESTRUCTURING On January 20 , 2014 , the Company announced that its Board of Directors had approved management ’ s plan to restructure the Company ’ s operations , and enter into a key business partnership with The Emerson Group , a premier sales and marketing company located in Wayne , Pennsylvania .
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As part of this change , the Company outsourced to Emerson certain sales and administrative functions effective February 1 , 2014 .
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In addition , warehousing and shipping was outsourced to Ozburn - Hessey Logistics " OHL " , one of the largest integrated global supply chain management companies in the United States .
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The Company ’ s inventory was moved to an OHL - managed facility in Indianapolis , Indiana and shipping commenced from there as of the week of February 3 , 2014 .
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The Company 's workforce as of August 31 , 2016 has been reduced to 13 employees .
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The unpaid balance will be paid out during the balance of fiscal 2016 and the first and second quarters of fiscal 2017 .
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In April 2015 , the Company moved from its facility at 200 Murray Hill Parkway , East Rutherford , New Jersey to a new facility at 65 Challenger Road , Suite 340 , Ridgefield Park , New Jersey .
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The East Rutherford facility consisted of warehouses and offices totaling approximately 81,000 square feet of space .
{'AreaOfRealEstateProperty': ['81,000']}
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As a result of the outsourcing to the Emerson Group , the Company had not been using the warehouse space since December 2014 .
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The facility at Ridgefield Park is located in an office building and consists of 7,414 square feet of office and allocated common space with an annual rental cost of $ 159,401 per year .
{'AreaOfRealEstateProperty': ['7,414'], 'LeaseAndRentalExpense': ['159,401']}
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In addition , the Company pays an electric charge of $ 1.75 per square foot per year .
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The lease is for five years and four months , commencing April 10 , 2015 , and contains a provision for four months of rent at no charge .
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In June 2015 , the Company sub - let the East Rutherford facility .
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The terms of the sublet is for a monthly rent of $ 36,963 plus all common charges and utilities for a term of six years and ten and a half months , expiring in May 2022 .
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The Company was leasing the East Rutherford facility for $ 41,931 per month , with annual increases equal to the change in the consumer price index .
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The lease expires in May 2022 .
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The Company recorded an expense of $ 407,094 in the nine months ended August 31 , 2015 as a restructuring charge as an estimate for the difference between the rent that the Company pays its landlord and the rent received from the sub - tenant over the term of the sub - lease .
{'RestructuringCharges': ['407,094']}
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In addition , the Company recorded a restructuring expense of $ 155,245 during the same period for a commission to be paid to the real estate agent who negotiated the sub - lease . The Company also wrote off $ 714,138 of leasehold improvements for the East Rutherford facility , $ 128,943 of furniture and fixtures no longer needed , and $ 56,897 related to the termination of employees , each recorded as a restructuring expense in the nine months ended August 31 , 2015 .
{'RestructuringCharges': ['155,245', '714,138', '128,943', '56,897']}
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NOTE 15 - DISCONTINUED OPERATIONS The Company discontinued the Gel Perfect color nail polish business effective as of May 31 , 2014 .
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The Gel Perfect brand had declining sales in fiscal 2013 and fiscal 2014 .
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The brand has been recorded as discontinued operations and are reflected as such in the Company 's statement of operations . The following table summarizes those components of the statement of operations for the discontinued brand , which contains additional returns for the three and nine month periods ending August 31 , 2016 and 2015 : 20 TABLE OF CONTENTS CCA INDUSTRIES , INC . AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS David Edell served as a director during fiscal 2014 until September 5 , 2014 .
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On September 5 , 2014 , the Company entered into Separation Agreements with David Edell and Ira Berman , ( the “ Founders ” ) whereby they are no longer required to perform any consulting services pursuant to their Amended and Restated Employment Agreements .
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The Company was required per the Separation Agreements to make an additional payment of $ 200,000 in the aggregate to the Founders by October 1 , 2015 and pay $ 794,620 in the aggregate in fifteen equal monthly installments of $ 25,000 commencing on October 3 , 2014 .
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The Company , Mr. Edell and Mr. Berman agreed to defer the $ 200,000 payment until October 1 , 2016 .
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This amount will be fully paid in the fourth quarter of fiscal 2016 .
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On September 5 , 2014 , the Company entered into a Loan and Security Agreement ( the “ Agreement ” ) with Capital Preservation Solutions , LLC ( “ Capital ” ) for a $ 5,000,000 working capital line of credit and a term loan for working capital purposes not to exceed $ 1,000,000 .
{'LineOfCreditFacilityMaximumBorrowingCapacity': ['5,000,000', '1,000,000']}
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The Warrant may be exercised in whole or in part at any time during the exercise period which is five years from the date of the Warrant .
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The Warrant bears a purchase price of $ 3.17 per share , subject to adjustments .
{'ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1': ['3.17']}
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The working capital line of credit and term loan principal balances were repaid on December 4 , 2015 ( see Note 8 - Debt Agreement for further information ) .
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The Company entered into an agreement with Funston Media Management ( " FMM " ) , effective December 1 , 2015 .
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Under the terms of the agreement , FMM receives a commission of 10 % on all gross media spending for media that was planned or purchased by FMM on behalf of the Company , plus any out - of - pocket expenses .
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4 NATURAL HEALTH TRENDS CORP . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ( UNAUDITED ) 1 .
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Basis of Presentation The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10 - 01 of Regulation S - X.
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These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company ’ s 2015 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ( SEC ) on March 4 , 2016 .
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5 Additionally , as of September 30 , 2016 , cash and cash equivalents include the Company ’ s investments in debt securities , comprising municipal notes and bonds and corporate debt , money market funds and time deposits .
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The Company considers all highly liquid investments with original maturities of three months or less when purchased and have insignificant interest rate risk to be cash equivalents .
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Debt securities classified as cash equivalents are required to be accounted for in accordance with ASC 320 , Investments - Debt and Equity Securities .
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As such , the Company determined its investments in debt securities held at September 30 , 2016 should be classified as available - for - sale and are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income in stockholders ’ equity .
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As a result of capital return activities approved by the Board of Directors during the first quarter of 2016 and anticipated future capital return activities , the Company determined that a portion of its current undistributed foreign earnings are no longer deemed reinvested indefinitely by its non - U.S. subsidiaries .
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The excess amount repatriated during the nine months ended September 30 , 2016 was generated from current foreign earnings .
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The Company is no longer subject to U.S. federal income tax examinations for years prior to 2012 , and is no longer subject to state income tax examinations for years prior to 2011 .
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Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component for the first nine months of 2016 were as follows ( in thousands ) : Revenue Recognition Product sales are recorded when the products are shipped and title passes to independent members .
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7 Enrollment package revenue , including any nonrefundable set - up fees , is deferred and recognized over the term of the arrangement , generally twelve months .
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The following tables illustrates the computation of basic and diluted income per share for the periods indicated ( in thousands , except per share data ) : 8 For the nine months ended September 30 , 2016 , 42,506 shares of non - vested restricted stock were not included in the computation of diluted income per share as their effect would have been anti - dilutive .
{'AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount': ['42,506']}
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Recently Issued and Adopted Accounting Pronouncements In March 2016 , the Financial Accounting Standards Board ( “ FASB ” ) issued Accounting Standards Update ( “ ASU ” ) No .
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2016 - 09 , Compensation - Stock Compensation : Improvements to Employee Share - Based Payment Accounting , that simplifies several aspects of the accounting for share - based payment transactions , including the income tax consequences , classification of awards as either equity or liabilities , and classification on the statement of cash flows .
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The new standard will be effective for fiscal years beginning after December 15 , 2016 , including interim periods within those annual years , and early adoption is permitted .
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In February 2016 , the FASB issued ASU No .
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2016 - 02 , Leases , that requires organizations that lease assets , referred to as “ lessees ” , to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months .
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ASU 2016 - 02 will also require disclosures to help investors and other financial statement users better understand the amount , timing , and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements .
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The new standard will be effective for fiscal years beginning after December 15 , 2018 , including interim periods within those annual years , and early application is permitted .
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STOCK - BASED COMPENSATION Stock - based compensation expense totaled $ 10,000 and $ 21,000 for the three months ended September 30 , 2016 and 2015 , respectively , and $ 94,000 and $ 56,000 for the nine months ended September 30 , 2016 and 2015 , respectively .
{'AllocatedShareBasedCompensationExpense': ['10,000', '21,000', '94,000', '56,000']}
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During March 2016 , the Company modified the vesting feature of an award granted to a director who decided to not stand for re - election at the Company ’ s 2016 annual meeting of stockholders .
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9 At the Company ’ s annual meeting of stockholders held on April 7 , 2016 , the Company ’ s stockholders approved the Natural Health Trends Corp. 2016 Equity Incentive Plan ( the “ 2016 Plan ” ) to replace its 2007 Equity Incentive Plan .
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The 2016 Plan allows for the grant of various equity awards including incentive stock options , non - statutory options , stock , stock units stock appreciation rights and other similar equity - based awards to the Company ’ s employees , officers , non - employee directors , contractors , consultants and advisors of the Company .
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Up to 2,500,000 shares of the Company ’ s common stock ( subject to adjustment under certain circumstances ) may be issued pursuant to awards granted .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized': ['2,500,000']}
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On April 8 , 2016 , the Company initially granted 51,015 shares of restricted common stock under the 2016 Plan to certain employees for the purpose of further aligning their interest with those of its stockholders and settling fiscal 2015 performance incentives .
{'ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod': ['51,015']}
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The shares vest on a quarterly basis over three years and are subject to forfeiture in the event of the employee ’ s termination of service to the Company under specified circumstances .
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The following table summarizes the Company ’ s restricted stock activity under the 2016 Plan : The following table summarizes the Company ’ s other restricted stock activity : As of September 30 , 2016 , total unrecognized stock - based compensation expense related to non - vested restricted stock was $ 49,000 , which is expected to be recognized over a weighted - average period of 1.3 years .
{'EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized': ['49,000'], 'EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1': ['1.3']}
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STOCKHOLDERS ’ EQUITY Dividends The following table summarizes the Company ’ s cash dividend activity for the nine months ended September 30 , 2016 ( in thousands , except per share data ) : 10 Treasury Stock On January 12 , 2016 , the Board of Directors authorized an increase to the Company ’ s stock repurchase program first approved on July 28 , 2015 from $ 15.0 million to $ 70.0 million .
{'StockRepurchaseProgramAuthorizedAmount1': ['15.0', '70.0']}
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Repurchases are expected to be executed to the extent that the Company ’ s earnings and cash - on - hand allow , and will be made in accordance with all applicable securities laws and regulations , including Rule 10b-18 of the Exchange Act .
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For all or a portion of the authorized repurchase amount , the Company may enter into one or more plans that are compliant with Rule 10b5 - 1 of the Exchange Act that are designed to facilitate these purchases .
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During February 2016 , pursuant to the stock repurchase program , the Company authorized its broker to proceed with the purchase of shares of the Company ’ s common stock in the open market .
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During the nine months ended September 30 , 2016 , the Company purchased a total of 903,031 shares of its common stock for an aggregate purchase price of $ 23.7 million , plus transaction costs .
{'TreasuryStockSharesAcquired': ['903,031'], 'TreasuryStockValueAcquiredCostMethod': ['23.7']}
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Pursuant to the Company ’ s stock repurchase program first approved on July 28 , 2015 , the Company purchased a total of 268,706 shares of its common stock for an aggregate purchase price of $ 10.0 million during the year ended December 31 , 2015 .
{'TreasuryStockSharesAcquired': ['268,706'], 'TreasuryStockValueAcquiredCostMethod': ['10.0']}
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As of September 30 , 2016 , $ 32.0 million of the $ 70.0 million stock repurchase program approved on July 28 , 2015 and increased on January 12 , 2016 remained available for future purchases , inclusive of related estimated income tax .
{'StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1': ['32.0'], 'StockRepurchaseProgramAuthorizedAmount1': ['70.0']}
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Typically , requests for refunds are paid directly by the Company according to the Company ’ s normal Korean refund policy , which requires that refund requests be submitted within three months .
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The maximum potential amount of future payments the Company could be required to make to address actual member claims under the contract is equivalent to three months of rolling sales .
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At September 30 , 2016 , non - current other assets include KRW 223 million ( USD $ 203,000 ) underlying the contract , which can be utilized by the Cooperative to fund any outstanding member claims .
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Securities Class Action In January 2016 , two purported securities class action complaints were filed against the Company and its top executives .
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On March 29 , 2016 , the court consolidated the purported securities class actions , appointed two Lead Plaintiffs , Messrs . Dao and Juan , and appointed the Rosen Law Firm and Levi & Korsinsky LLP as co - Lead Counsel for the purported class in the consolidated action .
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Plaintiffs filed a consolidated complaint on April 29 , 2016 .
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The consolidated complaint purports to assert claims on behalf of certain of our stockholders under Section 10 ( b ) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder against Natural Health Trends Corp. , Chris T. Sharng , and Timothy S. Davidson , and to assert claims under Section 20 ( a ) of the Securities Exchange Act of 1934 against Chris T. Sharng , Timothy S. Davidson , and George K. Broady .
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The Company filed a motion to dismiss the consolidated complaint on June 15 , 2016 and a reply in support of its motion to dismiss on August 22 , 2016 .
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11 Shareholder Derivative Claim In February 2016 , a purported shareholder derivative complaint was filed in the Superior Court of the State of California , County of Los Angeles : Zhou v . Sharng .
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In March 2016 , a purported shareholder derivative complaint was filed in the United States District Court for the Central District of California : Kleinfeldt v . Sharng ( collectively the “ Derivative Complaints ” ) .
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Other Claims The Company is currently in the early stages of a legal matter that involves one of its vendors and an outside party .
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RELATED PARTY TRANSACTIONS Product Royalties On April 29 , 2015 , the Company entered into a Royalty Agreement and License with Broady Health Sciences , L.L.C. , a Texas limited liability company , ( “ BHS ” ) regarding the manufacture and sale of a product called Soothe ™ .
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The Company began selling this product in the fourth quarter of 2012 with the permission of BHS .
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Under the agreement , the Company agreed to pay BHS a royalty of 2.5 % of sales revenue in return for the right to manufacture ( or have manufactured ) , market , import , export and sell this product worldwide .
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The Company is not required to purchase any product under the agreement , and the agreement may be terminated at any time on 120 days ’ notice .
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Extract the named entities in this text using 139 XBRL tags in the IOB2 format. Return the results in JSON format.
Otherwise , the agreement terminates March 31 , 2020 .
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Extract the named entities in this text using 139 XBRL tags in the IOB2 format. Return the results in JSON format.
In February 2013 , the Company entered into a Royalty Agreement and License with BHS regarding the manufacture and sale of a product called ReStor ™ .
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Extract the named entities in this text using 139 XBRL tags in the IOB2 format. Return the results in JSON format.
Under the agreement , the Company agreed to pay BHS a royalty of 2.5 % of sales revenue in return for the right to manufacture ( or have manufactured ) , market , import , export and sell this product worldwide , with certain rights being exclusive outside the United States .
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Extract the named entities in this text using 139 XBRL tags in the IOB2 format. Return the results in JSON format.
On April 29 , 2015 , the Company and BHS amended the Royalty Agreement and License to change the royalty to a price per unit instead of 2.5 % of sales revenue .
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Such provision was effective retroactively to January 1 , 2015 .
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Extract the named entities in this text using 139 XBRL tags in the IOB2 format. Return the results in JSON format.
The Company is not required to purchase any product under the agreement , and the agreement may be terminated at any time on 120 days ’ notice or , under certain circumstances , with no notice .
No XBRL associated data.
Extract the named entities in this text using 139 XBRL tags in the IOB2 format. Return the results in JSON format.
Otherwise , the agreement terminates March 31 , 2020 .
No XBRL associated data.