Stockholders' Equity | Note 6 – Stockholders’ Equity Adjustment to Outstanding Shares and Options In the consolidated financial statements for the years ended December 31, 2015 and 2014 filed with the SEC, the Company incorrectly excluded 3.6 million shares of common stock and 150,000 non-employee stock options, of which 75,000 were vested, in the calculation of basic and diluted earnings per share, weighted average and number of common shares outstanding. Given the net loss in 2014 and 2015, the excluded stock options had no impact earnings per share as their effect, if included, would have been anti-dilutive. In addition, the exclusion of 3.6 million shares of common stock also did not have a material effect on earnings per shares. As a result, net loss per common share outstanding, basic and diluted, weighted average and the number of common shares outstanding were misstated by an amount that the Company has determined to be immaterial. The exclusion of such shares does not affect total stockholders’ equity or net loss. The following table provides a comparison between the previously filed numbers and the numbers after the correction as of December, 31(in thousands, except share): Previous Filings After Correction of Error 2015 2014 2015 2014 Total shares outstanding 28,649,497 26,699,497 32,235,525 30,285,525 Common stock $ 286 $ 267 $ 322 $ 303 Additional paid-in capital $ 10,741 $ 8,130 $ 10,705 $ 8,094 The following table provides a comparison between the previously filed numbers and the numbers after the correction for the years ended December, 31: Previous Filings After Correction of Error 2015 2014 2015 2014 Net loss $ 1,792,000 $ 47,000 $ 1,792,000 $ 47,000 Net loss per share $ (0.07 ) $ (0.00 ) $ (0.06 ) $ (0.00 ) Weighted-average shares 27,263,059 26,394,554 30,849,087 29,980,582 In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 (“SAB 99”), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting periods affected. Therefore, as permitted by SAB 99, the Company corrected, in the current filing, the calculation of basic earnings per share and weighted average number of common shares outstanding as of December 31, 2015. Common Stock During nine months ended September 30, 2016, the Company entered into nine private placement offerings with nine investors and issued 694,689 shares of its common stock and warrants to purchase 571,875 shares of common stock for $705,000. The warrants have a 5-year term and a weighted-average exercise price of $2.55. 100,000 shares issued in this offering is subjected to “price protection” for a period of one year. Specifically, in the event the Company issues to any person common stock or their equivalent at a lower price per share than $2.50 (the “Lower Price”), the Company shall, simultaneously with the issuance of such shares, issued that investor a number of additional common shares (the “Additional Shares”) necessary to cause the 100,000 purchased plus the Additional Shares to have a combined average cost per share equal to the Lower Price, provided that in no event shall the Additional Shares exceed 100,000 shares. The price protection featured was analyzed by the Company and the Company determined that such feature was not required to be bifurcated from the common stock and recorded as a derivative as the price protection feature is clearly and closely related to an equity host. In November 2016 the Lower Price was triggered and the Company became obligated to issue an additional 100,000 shares of common stock under the arrangement. During the nine months ended September 30, 2016, the company also issued 75,000 shares of its subsidiary, CLC, to a consultant for the service provided, and the shares were valued at $1.00 per share. During nine months ended September 30, 2016, 221,875 warrants with a weighted average exercise price of $0.97 were exercised for cash consideration of $215,000. The investors were granted 221,875 additional warrants in August 2016 with a 5-year term and an exercise price of $2.70 per share. The warrants were accounted for as an inducement and accordingly $378,000 which reflects the fair value of the warrants was recorded as a deemed distribution. As of September 30, 2016, there were warrants to purchase 2,421,875 shares of common stock issued and outstanding. Stock Options The grant date fair value of stock options granted during the nine months ended September 30, 2016 was approximately $268,000. The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin for “plain vanilla” options. The expected term for stock options granted with performance and/or market conditions represents the estimated period estimated by management by which the performance conditions will be met. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns. The fair value of options granted in the nine months ended September 30, 2016 was estimated using the following weighted-average assumptions: As of September 30, 2016 Exercise price $ 0.99 Expected stock price volatility 80 % Risk-free rate of interest 1.30 % Term (years) 4.4 A summary of option activity under the Company’s employee stock option plan for the nine months ended September 30, 2016 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2015 1,050,000 $ 0.27 $ 757,000 5.1 Employee options granted 425,000 0.95 340,000 6.2 Outstanding as of September 30, 2016 1,475,000 $ 0.47 $ 1,895,000 4.9 Options vested and expected to vest as of September 30, 2016 1,475,000 $ 0.47 $ 1,895,000 4.9 Options vested and exercisable as of September 30, 2016 362,500 $ 0.15 $ 581,000 2.1 Estimated future stock-based compensation expense relating to unvested stock options for employees is approximately $228,000 as of September 30, 2016 and will be amortized over 4 years. A summary of activity of options granted to non-employees for the nine months ended September 30, 2016 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2015 (as reported) 2,670,000 $ 0.20 $ 2,118,000 4.0 Adjustment to stock options 150,000 0.10 134,000 2.1 Outstanding as of December 31, 2015 (as adjusted) 2,820,000 $ 0.19 $ 2,252,000 3.9 Non-employee options granted 25,000 $ 1.75 $ - 5.0 Non-employee options exercised (100,000 ) 0.11 - - Outstanding as of September 30, 2016 2,745,000 $ 0.21 $ 4,231,000 3.3 Options vested and expected to vest as of September 30, 2016 2,745,000 $ 0.21 $ 4,231,000 3.3 Options vested and exercisable as of September 30, 2016 1,457,500 $ 0.19 $ 2,270,375 3.3 Restricted Stock A summary of the restricted stock award activity for the nine months ended September 30, 2016 is as follows: Number of Units Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 650,000 $ 0.40 Vested (650,000 ) $ 0.40 Nonvested at September 30, 2016 - $ - Warrants A summary of the status of the Company’s outstanding warrants as of September 30, 2016 and changes during the nine months September 30, 2016 ended is presented below: Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2015 1,850,000 $ 0.31 $ 1,249,000 4.3 Issued 793,750 2.59 173,000 4.8 Exercised (221,875 ) 0.97 (173,000 ) 4.4 Outstanding as of September 30, 2016 2,421,875 $ 1.00 $ 2,655,000 3.8 Warrants exercisable as of September 30, 2016 2,421,875 $ 1.00 $ 2,655,000 3.8 Stock-based Compensation Expense Stock-based compensation expense for the three and nine months ended September 30, 2016 and 2015 was comprised of the following (dollars in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Employee restricted stock awards $ - $ - $ 136 $ - Employee stock option awards 54 4 140 10 Non-employee option awards (984 ) 38 1,435 95 Total compensation expense $ (930 ) $ 42 $ 1,711 $ 105 |