Stockholders' Equity | 3. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, 40,000 of which have been designated as Series A Participating Preferred Stock, par value $0.001 per share. No shares of the Company’s preferred stock, including the Series A Participating Preferred Stock, were outstanding as of December 31, 2016 and 2015. The Company’s board of directors may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of shares of the Company’s common stock. Upon the affirmative vote of the Board, without stockholder approval, the Company may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of its common stock. Common Stock Warrants In connection with the Company’s entry into a consulting agreement, 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 December 31, 2016, the Consultant Warrant has not been exercised. In connection with the Company’s entry into a credit agreement with Opus Bank (“Opus”) as discussed in Note 7, Financial Liabilities On March 31, 2016, the Company entered into a third amendment to its Credit Agreement increasing the number of shares of common stock underlying the warrant from 100,000 to 200,000 shares and decreasing the exercise price from $9.90 to $2.19 per share subject to modification. The Company also agreed to issue new warrants to purchase 100,000 shares of common stock in the event that the outstanding principal balance of the Company’s loans with Opus exceeds specified thresholds on each of September 30, 2016, December 31, 2016 and March 31, 2017. The terms of any new warrants issued will be identical to those of the existing warrant, except that each new warrant issued will be exercisable for 100,000 shares and have an exercise price equal to the average closing price of the Company’s common stock for the five trading days ending on the last day of the quarter with respect to which the new warrant is issued. In addition, the existing registration rights agreement was amended to include the new warrants and change the circumstances under which the Company must register shares underlying the warrants issued to Opus (the “Amended Rights Agreement”). On September 30, 2016, the Company’s outstanding principal threshold, as required in its Credit Agreement, as amended, was not attained. As a result, the Company issued a new warrant (“New Opus Warrant #1”) to purchase 100,000 shares of common stock at a per share exercise price of $2.22 per share to Opus. The New Opus Warrant #1 is immediately exercisable for cash or by net exercise and expires on September 30, 2021. As of December 31, 2016, the New Opus Warrant #1 had not been exercised. On December 31, 2016, the Company’s outstanding principal threshold, as required in its Credit Agreement, as amended, was not attained. As a result, the Company issued a new warrant (“New Opus Warrant #2”) to purchase 100,000 shares of common stock at a per share exercise price of $3.61 per share to Opus. The New Opus Warrant #2 is immediately exercisable for cash or by net exercise and expires on December 31, 2021. As of December 31, 2016, the New Opus Warrant #2 had not been exercised. Subsequent to December 31, 2016, the Opus Warrant, the new Opus Warrant #1 and New Opus Warrant #2 were cancelled. See Note 14, Subsequent Events for more information. 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 with 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. In addition, the placement agent was issued warrants to purchase 100,000 shares of common stock at an exercise price of $10.00 per share as compensation. Subsequent to issuance, warrants to purchase an aggregate of 747,969 shares were exercised. 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. As of December 31, 2016, 186,878 warrants had not been exercised. Below is a summary of outstanding warrants issued by the Company as of December 31, 2016: 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 200,000 2.19 March 31, 2014 March 31, 2019 New Opus Warrant #1 100,000 2.22 September 30, 2016 September 30, 2021 New Opus Warrant #2 100,000 3.61 December 31, 2016 December 31, 2021 2013 Private Placement Warrants 186,878 10.00 August 14, 2013 August 14, 2017 Total 671,878 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, the 1997 Stock Option Plan, the 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 executive officers, directors, and key employees with 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 to participants 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 2007 Plan and 2010 Plan. Subsequent to June 6, 2011 through December 31, 2015, the number of shares of common stock authorized for issuance under the 2011 Plan had been increased by 1.0 million shares. On May 12, 2016, the Company’s stockholders approved an amendment and restatement of the 2011 Plan to, among other things, increase the number of shares of common stock authorized for issuance by 2.0 million shares and extend the term of the 2011 Plan. Stock Option Plans The Company’s stock option plans are generally time-based and expire seven to ten years from the date of grant. Vesting varies, with some grants vesting 25% each year over four years; some vesting 25% after one year and monthly thereafter over three years; some vesting 100% on the date of grant; some vesting 1/12 th As of December 31, 2016, an aggregate of 7,379 options were outstanding under the Director Option Plan and 1997 Stock Option Plan, no options were outstanding under the 2000 Stock Option Plan, 6,741 options were outstanding under the 2007 Plan, and 818,821 options were outstanding under the 2011 Plan. These outstanding options remain exercisable in accordance with the terms of the original grant agreements under the respective plans. A summary of activity for the Company’s stock option plans for the year ended December 31, 2016 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2015 781,804 $ 11.48 $ — Granted 444,460 4.36 Cancelled or Expired (393,323 ) 12.15 Exercised — — Balance at December 31, 2016 832,941 $ 7.11 8.23 $ — Vested or expected to vest at December 31, 2016 801,667 $ 7.18 8.19 $ — Exercisable at December 31, 2016 429,816 $ 8.58 7.58 $ — The following table summarizes information about options outstanding as of December 31, 2016: 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 $4.36 - $7.20 530,810 9.00 $ 4.55 207,619 $ 4.78 $7.50 - $11.30 254,471 7.25 9.80 174,537 9.67 $12.00 - $19.70 27,390 6.29 13.66 27,390 13.66 $21.70 - $33.90 17,541 3.23 29.30 17,541 29.30 $34.40 - $43.40 2,729 0.22 43.40 2,729 43.40 $4.36 - $43.40 832,941 8.23 $ 7.11 429,816 $ 8.58 The weighted-average grant date fair value per option for options granted during the years ended December 31, 2016 and 2015 was $4.36 and $0, respectively. A total of 0 and 5,180 options were exercised during the years ended December 31, 2016 and 2015, respectively. The fair value of option grants was estimated using the Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2016: 2016 2015 Risk-free interest rate 1.25% N/A Expected volatility 78.40% N/A Expected term in years 4.77 N/A Dividend yield 0.00% N/A At December 31, 2016, there was $1.4 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 2.1 years. Restricted Stock and Restricted Stock Units The following is a summary of restricted stock and restricted stock unit (“RSU”) activity for the year ended December 31, 2016: Number Outstanding Weighted Average Fair Value Balance at December 31, 2015 721,918 $ 13.32 Granted 2,252,732 2.19 Vested (736,922 ) 6.56 Forfeited (264,269 ) 14.64 Balance at December 31, 2016 1,973,459 $ 2.80 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 December 31, 2016, there was $2.6 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 3.1 years. As of December 31, 2016, an aggregate of 1,973,459 RSUs were outstanding under the 2011 Plan. Stock-Based Compensation Expense The following table illustrates all stock-based compensation expense related to stock options and RSUs included in the consolidated statements of operations for the years ended December 31, 2016 and 2015 (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 76 $ 85 Research and development 352 324 Selling and marketing 632 1,085 General and administrative 1,782 3,022 Total $ 2,842 $ 4,516 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2016 was as follows: Exercise of outstanding stock options and vesting of RSUs 2,806,215 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 330,979 Noncontrolling interest in Bluehill AG 10,355 Warrants to purchase common stock 671,878 Total 4,113,315 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 years ended December 31, 2016 and 2015, common stock equivalents consisting of outstanding stock options, RSUs and warrants were excluded from the calculation of diluted net 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 net loss per share relating to these securities was 3,488,448 common stock equivalents for the year ended December 31, 2016, and 2,255,124 common stock equivalents for the year ended December 31, 2015. Accumulated Other Comprehensive Income Accumulated other comprehensive income (“AOCI”) Stock Repurchases On October 9, 2014, the Company’s Board of Directors authorized a program to repurchase shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase up to $5.0 million of its common stock over a period of one year. The program allowed stock repurchases from time to time at management’s discretion in the open market or in private transactions at prevailing market prices. The stock repurchase program expired on October 9, 2015. During the year ended December 31, 2015, the Company repurchased 358,502 shares of common stock under the stock repurchase program for total consideration of approximately $1.8 million. During the year ended December 31, 2016, the Company repurchased 109,192 shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. |