Equity | 14. Equity At the Market Offering Agreement In December 2016, the Company entered into an at-the-market offering agreement (as amended from time to time, the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, from time to time, issue and sell shares of the Company’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $5.0 million (the “ATM Program”) or a maximum of 10 million shares. The ATM Agreement will remain in full force and effect until the earlier of December 31, 2018, or the date that the ATM Agreement is terminated in accordance with the terms therein. The common stock will be distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary as between purchasers and during the period of distribution. The ATM Agreement provides that Wainwright will be entitled to compensation for its services at a commission rate of 2.0% of the gross sales price per share of common stock sold. The Company did not sell any stock under the ATM Program during the three months ended March 31, 2018. During the three months ended March 31, 2017 the Company sold an aggregate of approximately 640,000 common shares under the ATM Program at an average price of $0.74 per common share for gross proceeds of approximately $475,000. The Company paid cash commissions and other nominal transaction fees to Wainwright totaling approximately $11,000 or 2.2% of the gross proceeds and amortized approximately $15,000 of deferred accounting, legal and regulatory costs resulting in a net amount of approximately $449,000 that has been recorded as equity in the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2017 the Company also incurred approximately $14,000 in additional accounting, legal, and regulatory costs associated with the ATM Program that were included in “ General and administrative costs ” in the Condensed Consolidated Statement of Operations and Comprehensive Loss. Equity Incentive Plans Under the Company’s Amended and Restated 2009 Equity Incentive Plan (the “Equity Plan”) awards of the Company’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. The Company recognizes stock-based compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award. The following table summarizes the status of the Company’s restricted stock grants issued under the Equity Plan at March 31, 2018 and the changes during the three months then ended: Weighted Average Grant Date Fair Number of Value Per Restricted Stock Grants Shares Share Outstanding at December 31, 2017 203,334 $ 0.55 Granted during the period — — Restrictions lifted during the period — — Forfeited during the period — — Outstanding March 31, 2018 203,334 $ 0.55 For the three months ended March 31, 2018 the Company recognized approximately $13,000 of compensation expense related to the restricted stock grants. The Company expects to recognize additional compensation expense related to these awards of approximately $85,000 over the next thirty-two months. The following table summarizes the status of the Company’s stock option grants issued under the Equity Plan at March 31, 2018 and the changes during the three months then ended: Weighted Average Exercise Number of Price Per Equity Plan Options Shares Share Outstanding at December 31, 2017 40,310 $ 8.05 Granted during the period — — Forfeited or expired during period (10,000) $ 8.00 Exercised during period — — Outstanding March 31, 2018 30,310 $ 8.06 Exercisable at end of period 30,310 $ 8.06 Granted and vested 30,310 $ 8.06 Also, pursuant to the Equity Plan, the Company’s Board of Directors adopted the Non-Employee Director’s Deferred Compensation and Equity Award Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan the non-employee directors receive a portion of their compensation in the form of Restricted Stock Units (“RSUs”) issued The following table summarizes the status of the RSU grants issued under the Deferred Compensation Plan at March 31, 2018 and the changes during the three months then ended: Weighted Average Grant Date Fair Number of Value Per Restricted Stock Units Shares Share Outstanding at December 31, 2017 1,887,317 $ 1.16 Granted during the period — — Restrictions lifted during the period — — Forfeited during the period — — Outstanding at March 31, 2018 1,887,317 $ 1.16 For the three months ended March 31, 2018 the Company recognized approximately $33,000 of compensation expense related to the RSU grants. The Company expects to recognize additional compensation expense related to the RSU grants of approximately $22,000 over the next 3 months. Key Employee Long-Term Incentive Plan The Company’s 2013 Key Employee Long-Term Incentive Plan (the “KELTIP”) provides for the grant of units (“KELTIP Units”) to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount, in cash or in Company common stock issued pursuant to the Company’s Equity Plan, measured generally by the price of the Company’s common stock on the settlement date. KELTIP Units are not an actual equity interest in the Company and are solely unfunded and unsecured obligations of the Company that are not transferable and do not provide the holder with any stockholder rights. Payment of the settlement amount of vested KELTIP Units is deferred generally until the earlier of a change of control of the Company or the date the grantee ceases to serve as an officer or employee of the Company. The KELTIP Units are recorded as a liability, included in “ Accounts payable and other accrued liabilities ” in the Condensed Consolidated Balance Sheets. On May 23, 2017, the Company awarded a total of 435,000 KELTIP Units to two officers of the Company and recorded approximately $0.2 million of compensation expense, included in “ Stock based compensation ” in the Condensed Consolidated Statement of Operations and Comprehensive Loss. The KELTIP Units are marked to market at the end of each reporting period and for the three months ended March 31, 2018 the Company recognized an approximately $31,000 reduction to compensation expense. There were 1,020,000 KELTIP Units outstanding at March 31, 2018 and December 31, 2017. Common stock warrants The following table summarizes the status of the Company’s common stock warrants at March 31, 2018 and the changes during the three months then ended: Weighted Number of Average Exercise Underlying Price Per Common Stock Warrants Shares Share Outstanding at December 31, 2017 11,478,172 $ 0.81 Granted during period — — Dilution adjustment — — Expired during period — — Exercised during period — Outstanding at March 31, 2018 11,478,172 $ 0.81 The warrants relate to prior registered offerings and private placements of the Company’s stock. In September 2014, the Company closed on a registered public offering and concurrent private placement with Sentient in which it sold units, consisting of one share of common stock and a five-year warrant to acquire one half of a share of common stock at an exercise price of $1.21 per share. A total of 4,746,000 warrant shares were issued that became exercisable on March 11, 2015 and will expire on September 10, 2019, five years from the date of issuance. In May 2016, the Company issued 8.0 million registered shares of common stock at a purchase price of $0.50 per share in a registered direct offering (the “Offering”) resulting in gross proceeds of $4.0 million. In connection with the Offering, each investor received an unregistered warrant to purchase three ‐ quarters of a share of common stock for each share of common stock purchased. The resulting 6,000,000 warrant shares have an exercise price of $0.75 per share, became exercisable on November 7, 2016 and will expire on November 6, 2021, five years from the initial exercise date. Pursuant to the anti-dilution clauses in the 2014 warrant agreements, the exercise price of the warrants had been adjusted downward as a result of the subsequent issuance of the Company’s common stock in separate transactions, including the conversion of the Senior Secured Convertible Note which the Company entered into in October 2015 to borrow $5.0 million from Sentient, the Company’s largest stockholder, the May 2016 Offering and private placement, the ATM Program and the Hecla Share Issuance (defined herein). The number of shares of common stock issuable upon exercise of the September 2014 warrants has increased from the original 4,746,000 shares to 5,478,172 shares (732,172 share increase) and the exercise price has been reduced from the original $1.21 per share to $0.87 per share. The Company also issued warrants in September 2012 which expired on September 19, 2017, five years from the date of issuance. All of the warrants are recorded in equity at March 31, 2018 and December 31, 2017, as the result of a change in accounting principal during 2017 as discussed in Note 3. |