Stockholders' Equity | 4. Stockholders’ Equity Reverse Stock Split On May 22, 2014, the stockholders approved, and the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware effecting a one-for-ten reverse stock split. The reverse stock split did not change the par value of the Company’s common stock or the number of preferred stock authorized for issuance. Common Stock Warrants In connection with the Company’s entry into a consulting agreement in August 2014, the Company issued a consultant a warrant to purchase up to 85,000 shares of the Company’s common stock at a per share exercise price of $10.70 (the “Consultant Warrant”). One fourth of the shares under the warrant are exercisable for cash three months from the date the Consultant Warrant was issued and quarterly thereafter. The Consultant Warrant expires on August 13, 2019. In the event of an acquisition of the Company, the Consultant Warrant shall terminate and no longer be exercisable as of the closing of the acquisition. As of March 31, 2015, the Consultant Warrant is not fully vested and has not been exercised. In connection with the Company’s entry into a credit agreement with Opus Bank (“Opus”) as discussed in Note 8, Financial Liabilities On August 14, 2013, in a private placement, the Company issued 834,847 shares of its common stock at a price of $8.50 per share and warrants to purchase an additional 834,847 shares of its common stock at an exercise price of $10.00 per share (the “2013 Private Placement Warrants”) to accredited and other qualified investors (the “Investors”). The 2013 Private Placement Warrants have a term of four years and are exercisable beginning six months following the date of issuance. The number of shares issuable upon exercise of the 2013 Private Placement Warrants is subject to adjustment for any stock dividends, stock splits or distributions by the Company, or upon any merger or consolidation or sale of assets of the Company, tender or exchange offer for the Company’s common stock, or a reclassification of the Company’s common stock. The Company issued warrants to purchase 409,763 shares of its common stock at an exercise price of $26.50 per share in a private placement to accredited and other qualified investors in November 2010 (the “2010 Private Placement Warrants”). The 2010 Private Placement Warrants are exercisable beginning on the date of issuance and expire on November 14, 2015. Below is the summary of outstanding warrants issued by the Company as of March 31, 2015: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 Opus Warrant 100,000 9.90 March 31, 2014 March 31, 2019 2013 Private Placement Warrants 186,878 10.00 August 14, 2013 August 14, 2017 2010 Private Placement Warrants 369,169 26.50 November 14, 2010 November 14, 2015 Total 741,047 2011 Employee Stock Purchase Plan In June 2011, the Company’s stockholders approved the 2011 Employee Stock Purchase Plan (the “ESPP”). On December 18, 2013, the Compensation Committee of the Board suspended the ESPP effective January 1, 2014. No additional shares will be authorized and no shares will be issued under the ESPP until further notice. As of March 31, 2015, there were 293,888 shares reserved for future purchase under the ESPP. Since the ESPP was suspended effective January 1, 2014, there was no stock-based compensation expense resulting from the ESPP included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014. Stock-Based Compensation Plans The Company has various stock-based compensation plans to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons. The Company’s stock-based compensation plans consist of the Director Option Plan, 1997 Stock Option Plan, 2000 Stock Option Plan, 2007 Stock Option Plan (the “2007 Plan”), the 2010 Bonus and Incentive Plan (the “2010 Plan”) and the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended. Stock Bonus and Incentive Plans In June 2010, the Company’s stockholders approved the 2010 Plan which granted cash and equity-based awards to executive officers, directors and other key employees as designated by the Compensation Committee of the Board. An aggregate of 300,000 shares of the Company’s common stock was reserved for issuance under the 2010 Plan as equity-based awards, including shares, nonqualified stock options, restricted stock or deferred stock awards. These awards provide the Company´s executives, directors and other key employees the opportunity to earn shares of common stock depending on the extent to which certain performance goals are met. Since the adoption of the 2011 Plan (described below), the Company utilizes shares from the 2010 Plan only for performance-based awards and all equity awards granted under the 2010 Plan are issued pursuant to the 2011 Plan. On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. The Company reserved 400,000 shares of common stock under the 2011 Plan, plus 459,956 shares of common stock that remained available for delivery under the 2007 Plan and the 2010 Plan as of June 6, 2011. In aggregate, as of June 6, 2011, 859,956 shares were available for future grants under the 2011 Plan, including shares rolled over from the 2007 Plan and 2010 Plan. Stock Option Plans A summary of activity for the Company’s stock option plans for the three months ended March 31, 2015 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2014 897,115 $ 12.09 $ 3,425,558 Granted — — Cancelled or Expired (24,388 ) 15.80 Exercised (688 ) 8.00 Balance at March 31, 2015 872,039 $ 11.99 7.24 $ 374,867 Vested or expected to vest at March 31, 2015 799,420 $ 12.25 6.99 $ 339,349 Exercisable at March 31, 2015 406,673 $ 15.11 5.45 $ 144,478 The following table summarizes information about options outstanding as of March 31, 2015: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $5.20 - $8.40 179,175 7.94 $ 6.49 86,383 $ 6.94 $8.41 - $8.80 256,625 8.93 8.80 65,375 8.80 $8.81 - $11.30 174,976 8.89 10.84 18,655 10.06 $11.31 - $24.00 177,800 4.53 14.75 153,385 14.88 $24.01 - $43.40 83,463 1.93 30.17 82,875 30.20 $5.20 - $43.40 872,039 7.24 $ 11.99 406,673 $ 15.11 At March 31, 2015, there was $2.1 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested options, that is expected to be recognized over a weighted-average period of 2.82 years. Restricted Stock and Restricted Stock Units The following is a summary of restricted stock and restricted stock unit (“RSU”) activity for the three months ended March 31, 2015: Number Outstanding Weighted Fair Value Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2014 542,342 $ 13.74 $ 7,533,132 Granted 264,000 12.49 Vested (39,921 ) 10.04 Forfeited (22,000 ) 10.57 Balance at March 31, 2015 744,421 $ 13.34 1.65 $ 6,387,133 The fair value of the Company’s restricted stock awards and RSUs is calculated based upon the fair market value of the Company’s stock at the date of grant. As of March 31, 2015, there was $7.2 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 3.15 years. As of March 31, 2015, an aggregate of 744,421 RSUs were outstanding under the 2011 Plan. Stock-Based Compensation Expense The following table illustrates all employee stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands): Three Months Ended March 31, 2015 2014 Cost of revenue $ 29 $ 5 Research and development 69 18 Selling and marketing 239 51 General and administrative 869 126 Total $ 1,206 $ 200 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of March 31, 2015 was as follows: Exercise of outstanding stock options and vesting of RSUs 1,616,460 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 139,380 Noncontrolling interest in Bluehill AG 10,355 Warrants to purchase common stock 741,047 Contingent consideration for idOnDemand 321,429 Total 3,122,559 Net Loss per Common Share Attributable to Identiv Stockholders’ Equity Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. For the three months ended March 31, 2015 and 2014, common stock equivalents consisting of outstanding stock options, RSUs and warrants were excluded from the calculation of diluted loss per share because these securities were anti-dilutive due to the net loss in the respective periods. The total number of common stock equivalents excluded from diluted loss per share relating to these securities was 2,689,291 common stock equivalents for the three months ended March 31, 2015, and 3,980,609 common stock equivalents for the three months ended March 31, 2014, respectively. Accumulated Other Comprehensive Income Accumulated other comprehensive income (“AOCI”) |