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 on loss 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 loss per share calculations. 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 and 2014. Common Stock During the year ended December 31, 2015 the company entered into four private placement offerings with four investors and issued 1.6 million shares of its common stock, 680,000 shares of CLC’s common stock and warrants to purchase 1.7 million shares of its common stock for $1.6 million. During the year ended December 31, 2016, the Company entered into sixteen private placement offerings with fourteen investors and issued approximately 1.5 million shares of its common stock and warrants to purchase approximately 1.4 million shares of common stock for $1.4 million. The warrants have a 5-year term and a weighted-average exercise price of $1.68. 100,000 shares issued in this offering are subject 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, issue 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 protection was triggered and the Company became obligated to issue an additional 100,000 shares of common stock under the arrangement. As of December 31, 2016, the Company does not have enough authorized shares for the exercise of outstanding options and warrants. The Company believes that the process required to increase the authorized shares is perfunctory and has therefore not reclassified any outstanding options or warrants from equity to liabilities. (see note 9) During the year ended December 31, 2016, the company also issued 75,000 shares of its subsidiary, CLC, to a consultant, who is also a stockholders for the service provided, and the shares were valued at $1.00 per share based upon the estimated fair value on the date the shares were issued. A related expense of $75,000 was recorded during the year ended December 31, 2016. During the year ended December 31, 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. The fair value of the warrants was determined using a Black-Scholes model with the following assumptions: risk free rate – 1.14%, volatility – 78.49%, expected term – 5 years, expected dividends – N/A. As of December 31, 2016, there were warrants to purchase 3,271,875 shares of common stock issued and outstanding. Stock Options 2016 Equity Plan In the fiscal year ended December 31, 2016, the Company adopted the 2016 Equity Plan, an omnibus equity incentive plan to be administered by the Company’s Board of Directors to which the Company may issue its common shares in connection with grants of stock options to employees and consultants of the Company. The 2016 Equity Plan was approved by a subset of the Company’s stockholders, however, pursuant to applicable law, the 2016 Equity Plan will not become effective until twenty days after the mailing of an Information Statement on Schedule 14C to all of the Company’s stockholders. The Company anticipates filing such Information Statement on Schedule 14C with the Securities and Exchange Commission as soon as possible following the filing of this Form 10-K for the Fiscal year ended December 31, 2016. The grant date fair value of stock options granted to employees during the years ended December 31, 2016 and 2015 was approximately $305,000 and $135,000, respectively. 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 2016 and 2015 was estimated using the following weighted-average assumptions: As of December 31, 2016 2015 Exercise price $ 1.03 $ 0.28 Expected stock price volatility 79 % 78 % Risk-free rate of interest 1.37 % 1.28 % Term (years) 3.7 3.8 A summary of option activity under the Company’s employee stock option plan for year ended December 31, 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 525,000 0.97 182,000 5.7 Outstanding as of December 31, 2016 1,575,000 $ 0.50 $ 1,264,000 4.7 Options vested and expected to vest as of December 31, 2016 1,575,000 $ 0.50 $ 1,264,000 4.7 Options vested and exercisable as of December 31, 2016 687,500 $ 0.36 $ 647,000 3.8 A summary of the activity of options that the Company granted to non-employees for the year ended December 31, 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 235,000 $ 1.15 $ 46,000 4.9 Non-employee options exercised (100,000 ) 0.11 119,000 - Outstanding as of December 31, 2016 2,955,000 $ 0.27 $ 3,053,000 3.2 Options vested and expected to vest as of December 31, 2016 2,955,000 $ 0.27 $ 3,053,000 3.2 Options vested and exercisable as of December 31, 2016 1,667,500 $ 0.30 $ 1,660,700 3.3 Estimated future stock-based compensation expense relating to unvested stock options is approximately $225,000 as of December 31, 2016 and will be amortized over the remaining 3.8 years. Restricted Stock On October 20, 2015, Steven M. Fludder was appointed to be the Company’s Chief Executive Officer. Jerome I. Feldman, the Company’s continuing Chairman of the Board, resigned such position in order to bring in Mr. Fludder. Pursuant to a term sheet the Company granted Mr. Fludder 350,000 shares of the Company’s common stock on December 18, 2015 and an additional 650,000 shares of common stock on January 15, 2016. There were $136,000 and $264,000 in expenses related to restricted stock awards for the years ended December 31, 2016 and 2015. A summary of the restricted stock award activity for the year ended December 31, 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 December 31, 2016 - $ - A summary of the restricted stock award activity for the year ended December 31, 2015 is as follows: Number of Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2014 - $ - Granted 1,000,000 $ 0.40 Vested (350,000 ) $ 0.40 Nonvested at December 31, 2015 650,000 $ 0.40 Warrants A summary of the status of the Company’s outstanding warrants as of December 31, 2016 and changes during the year then 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 1,643,750 1.82 250,000 2.3 Exercised (221,875 ) 0.97 73,000 4.2 Outstanding as of December 31, 2016 3,271,875 $ 1.02 $ 2,000,000 3.9 Warrants exercisable as of December 31, 2016 3,271,875 $ 1.02 $ 2,000,000 3.9 Stock-based Compensation Expense Stock-based compensation expense for the year ended December 31, 2016 and 2015 was comprised of the following (in thousands): For the Years Ended December 31, 2016 2015 Employee restricted stock awards $ 136 $ 264 Employee stock option awards 201 30 Non-employee option awards 1,245 687 Total compensation expense $ 1,582 $ 981 |