Stockholders' Equity | 5. 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, and 5,000,000 of which have been designated as Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). No shares of the Company’s Series A Participating Preferred Stock were outstanding as of December 31, 2017 and 2016. During 2017, the Company’s board of directors (the “Board”) authorized the issuance of up to 5,000,000 shares of the Series B Preferred Stock, 3,000,000 of which were outstanding as of March 31, 2018. The Board may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in other 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. Private Placement of Series B Preferred Stock On December 20, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of 21 April Fund, Ltd. and 21 April Fund, LP (collectively, the “Purchasers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Purchasers an aggregate of up to 5,000,000 shares of the Series B Preferred Stock, $0.001 par value per share (collectively referred to as the “Shares”). The Purchasers agreed to purchase an aggregate of 3,000,000 Shares at a price of $4.00 per share in cash at the initial closing of the transaction, and at the sole option of the Company, an additional 2,000,000 Shares at a price of $4.00 per share in cash at a second closing, if any (the “Private Placement”). The total purchase price payable to the Company is $20,000,000, of which $12,000,000 was paid at the initial closing and $8,000,000 will be paid, if at all, at the second closing. The Company is required to use the proceeds from the issuance of the Shares to pay off existing debt obligations and to fund future acquisitions of technology, business and other assets. Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $10.00. Each Share is convertible at the option of the holder of shares of Series B Preferred Stock into such number of shares of the Company’s common stock determined by taking the accreted value of such Share (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such Share ($4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the Company shall not convert any Shares if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess of 19.9% of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”), unless waiver of this restriction has been effected by the holder requesting conversion of Shares. Based on the current conversion price, the outstanding shares of the Series B Preferred Stock as of March 31, 2018 would be convertible into 3,000,000 shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in the event of certain instances, such as if the Company issues shares of its common stock at a price less than $4.00 per common share, subject to a minimum conversion price of $3.27 per share. As of March 31, 2018, none of the contingent conditions to adjust the total common shares to convert the Shares had been met. Each Share is entitled to an annual dividend of 5% for the first six (6) years following the issuance of such Share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the tenth (10 th Common Stock Warrants On August 13, 2014, 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 “2014 Consultant Warrant”). One fourth of the shares under the warrant are exercisable for cash three months from the date the 2014 Consultant Warrant was issued and quarterly thereafter. The 2014 Consultant Warrant expires on August 13, 2019. In the event of an acquisition of the Company, the 2014 Consultant Warrant shall terminate and no longer be exercisable as of the closing of the acquisition. As of March 31, 2018, none of the shares under the 2014 Consultant Warrant had On February 8, 2017, the Company entered into Loan and Security Agreements (each, a “Loan and Security Agreement”) with each of East West Bank ("EWB") and Venture Lending & Leasing VII, Inc. and Venture Lending & Leasing VIII, Inc. (collectively referred to as “VLL7 and VLL8”) as discussed in Note 7, Financial Liabilities In connection with securing of the new credit facilities and cancelling of all the warrants previously issued to the previous lender, the Company issued a warrant to a consultant to purchase 60,000 shares of its common stock at an exercise price of $4.60 per share (the “2017 Consultant Warrant”). The Company calculated the fair value of the 2017 Consultant Warrant using the Black Scholes pricing model using the following assumptions: estimated volatility of 78.8%, risk-free interest rate of 1.22%, no dividend yield, and an expected life of two years. The fair value of the 2017 Consultant Warrant of $119,000 was classified as equity as the settlement of the warrant will be in shares and is within the control of the Company. The 2017 Consultant Warrant is immediately exercisable for cash or by net exercise and will expire two years after its issuance, or on February 8, 2019. Below is the summary of outstanding warrants issued by the Company as of March 31, 2018: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 2017 Consultant Warrant 60,000 4.60 February 8, 2017 February 8, 2019 Total 765,000 Stock-Based Compensation Plans The Company has 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 2007 Stock Option Plan (the “2007 Plan”) and the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended. Shares are no longer available for issuance under the Company’s 2010 Bonus and Incentive Plan (the “2010 Plan”). Stock Bonus and Incentive Plans 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 A summary of activity for the Company’s stock option plans for the three months ended March 31, 2018 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2017 672,441 $ 6.28 — $ — Granted — — Cancelled or Expired (10,589 ) 17.85 Exercised — — Balance at March 31, 2018 661,852 $ 6.09 7.09 $ — Vested or expected to vest at March 31, 2018 653,617 $ 6.11 7.08 $ — Exercisable at March 31, 2018 491,847 $ 6.64 6.73 $ — The following table summarizes information about options outstanding as of March 31, 2018: 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 - $7.20 479,810 7.94 $ 4.48 313,138 $ 4.55 $7.50 - $11.30 157,311 5.03 9.29 153,978 9.26 $12.00 - $19.70 17,396 4.26 13.66 17,396 13.66 $21.70 - $29.20 7,335 2.70 24.66 7,335 24.66 $4.36 - $29.20 661,852 7.09 $ 6.09 491,847 $ 6.64 At March 31, 2018, there was $0.4 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 1.4 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, 2018: Number Outstanding Weighted Average Fair Value Unvested at December 31, 2017 1,460,044 $ 3.08 Granted 352,969 3.71 Vested (156,013 ) 3.60 Forfeited (114,510 ) 2.67 Unvested at March 31, 2018 1,542,490 $ 3.20 Shares vested but not released 329,056 $ 2.77 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, 2018, there was $4.6 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.9 years. As of March 31, 2018, an aggregate of 1,542,490 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, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Cost of revenue $ 19 $ 24 Research and development 135 115 Selling and marketing 158 160 General and administrative 323 292 Total $ 635 $ 591 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of March 31, 2018 was as follows: Exercise of outstanding stock options and vesting of RSUs, issuance of RSUs vested but not released 2,533,398 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 282,995 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 765,000 Shares of common stock issuable on conversion of Series B Preferred Stock 5,000,000 Shares of common stock subject to holdback provisions of acquisition of 3VR 294,927 Total 9,180,563 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. The following common stock equivalents have been excluded from diluted net loss per share for the three months ended March 31, 2018 and 2017 because their inclusion would be anti-dilutive: Three Months Ended March 31, 2018 2017 Shares of common stock subject to outstanding RSUs 1,542,490 1,922,111 Shares of common stock subject to outstanding options 661,852 780,937 Shares of common stock subject to outstanding warrants 765,000 951,878 Shares of common stock reserved to acquire remaining share of noncontrolling interest 10,355 10,355 Shares of common stock issuable upon conversion of Series B Preferred Stock 3,000,000 — Shares of common stock subject to holdback provisions of acquisition of 3VR 294,927 — Total 6,274,624 3,665,281 Accumulated Other Comprehensive Income Accumulated other comprehensive income at March 31, 2018 and December 31, 2017 consists of foreign currency translation adjustments totaling $2.8 million and $2.7 million, respectively. Restricted Stock Unit Net Share Settlements During the three months ended March 31, 2018 and 2017, the Company repurchased 42,447 and 16,160 shares, respectively of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. |