Stockholders' Equity | Note 7 - Stockholders’ Equity Common Stock 2016 Activity During the year ended December 31, 2016, the Company entered into 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 feature 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. 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 stockholder 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. These warrant holders were also 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. 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 grant date fair value of stock options granted to employees during the years ended December 31, 2017 and 2016 was approximately $4.3 million and $305,000, 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 employee options granted in 2017 and 2016 was estimated using the following weighted-average assumptions: For the year Ended December 31, 2017 2016 Exercise price $ 1.85 $ 1.03 Expected stock price volatility 79 % 79 % Risk-free rate of interest 1.61 % 1.37 % Term (years) 3.1 3.7 A summary of option activity under the Company’s employee stock option plan for year ended December 31, 2017 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, 2016 1,575,000 $ 0.50 $ 1,264,000 4.7 Employee options granted 4,150,000 1.85 4,160,000 4.5 Exercised (6,000 ) 1.08 11,000 - Forfeited (50,000 ) 1.85 6,000 - Outstanding as of December 31, 2017 5,669,000 $ 1.48 $ 7,793,000 4.3 Options vested and expected to vest as of December 31, 2017 5,669,000 $ 1.48 $ 7,793,000 4.3 Options vested and exercisable as of December 31, 2017 2,444,000 $ 1.19 $ 4,065,000 3.9 In July 2017, in recognition of the service on the Board of Directors, Mr. Feldman and Mr. Kilman each received options to purchase 1,000,000 shares of common stock at an exercise price $1.95 per share, the fair value as of the date of grant, vesting in equal instalments over a four year period starting on July 27, 2017. Also in July 2017 in recognition of his service on the Board of Directors, Mr. Payne received an option to purchase 500,000 shares of common stock at an exercise price $1.95 per share, the fair value as of the date of grant, vesting in equal instalments over a four year period starting on July 27, 2017. 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, 2017 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, 2016 2,955,000 $ 0.27 $ 3,053,000 3.2 Non-employee options granted 250,000 1.95 225,000 4.6 Outstanding as of December 31, 2017 3,205,000 $ 0.40 $ 7,847,000 2.4 Options vested and expected to vest as of December 31, 2017 3,205,000 $ 0.40 $ 7,847,000 2.4 Options vested and exercisable as of December 31, 2017 2,317,500 $ 0.38 $ 5,714,000 2.4 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 $2.1 million as of December 31, 2017 and will be amortized over the remaining 2.8 years. Warrants A summary of the status of the Company’s outstanding warrants as of December 31, 2017 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, 2016 3,271,875 $ 1.02 $ 2,000,000 3.9 Issued 1,472,417 1.72 1,666,000 5.0 Outstanding as of December 31, 2017 4,744,292 $ 1.24 $ 7,884,000 3.6 Warrants exercisable as of December 31, 2017 4,494,292 $ 1.24 $ 7,472,000 3.4 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 4.7 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 During year ended December 31, 2017, the Company granted 500,000 warrants with an exercise price of $1.20 to a service provider. 250,000 warrants were vested immediately, the other 250,000 warrants will be vested upon performance of the service. Stock-based Compensation Expense Stock-based compensation expense for the year ended December 31, 2017 and 2016 was comprised of the following (in thousands): For the year Ended December 31, 2017 2016 Employee restricted stock awards $ - $ 136 Employee stock option awards 2,423 201 Non-employee option awards 1,766 1,245 Total compensation expense $ 4,189 $ 1,582 |