EQUITY AND SHARE-BASED COMPENSATION | NOTE 11. EQUITY AND SHARE-BASED COMPENSATION In February 2016, our board of directors authorized the issuance of 3,000 shares of Series F convertible preferred stock. The preferred stock is non-voting and may be converted into a total of 2,000,000 shares of our common stock at the holder’s election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 preferred share for 666.66666 shares of common stock. The preferred stock is only entitled to receive dividends if we declare dividends, in which case the dividend will be paid (i) first an amount equal to $0.01 per share of preferred stock and (ii) then to and in the same form as dividends paid on shares of our common stock. Otherwise, the preferred stock has no liquidation or other preferences over our common stock . In May 2014, our shareholders approved an increase in our authorized shares of common stock from 6,000,000 shares to 25,000,000 shares. We have never declared or paid dividends on our common stock and have no plans to pay dividends in the foreseeable future. We are restricted from paying dividends or making other distributions to shareholders without prior approval from the Lender. Cash provided by operations in our Brazil segment is generally unavailable for distribution to our Corporate and USA segments pursuant to the terms of the . Stock, Convertible Note and Warrant Offerings In January 2014, an underwriter exercised its overallotment rights related to our December 2013 secondary public offering. We issued and sold 162,586 shares of common stock for $5.24 per share and publicly traded warrants to purchase 162,586 shares of common stock ($6.55 per share exercise price and December 2018 expiration) for $0.01 per underlying share. In connection with the overallotment exercise, the underwriters for the offering also received a warrant for the purchase of 8,130 shares of common stock (exercise price of $6.55 per share and December 2018 expiration). The net proceeds from the overallotment exercise were $0.8 million, after deducting underwriting discounts and commissions and other cash offering expenses of $0.1 million, and are included in equity. We completed the first closing of a private placement offering in March 2014. We issued convertible notes in the principal amount of $4.9 million and warrants for the purchase of up to 1,399,614 shares of common stock ($5.25 per share exercise price and March 2019 expiration). We contributed $1.0 million of the $4.3 million proceeds, net of $0.6 million of costs, to Nutra SA, and used the remainder of the proceeds for capital projects in the United States and for general corporate purposes. On a fully diluted basis, at issuance we had available shares of common stock for 15.8% of the shares underlying the warrants. To the extent there were available shares, we allocated proceeds to equity for the warrants ($0.4 million). We recorded a derivative liability for the warrants to the extent there were not available shares ($5.0 million). We recorded $1.1 million in financing expense at closing representing the excess of the amounts recorded for the warrants over the net proceeds from the offering. The convertible notes issued in the offering were initially recorded with a discount equal to the face amount of the notes. As discussed below, in the Debt Conversions section, these notes converted in May 2014. We completed the second closing of the private placement offering in May 2014. We issued convertible notes in the principal amount of $1.2 million and warrants for the purchase of up to 357,075 shares of common stock, with an exercise price of $5.25 per share and a May 2019 expiration. We contributed $0.5 million of the $1.1 million proceeds, net of $0.2 million of costs, to Nutra SA, and used the remainder of the proceeds for capital projects in the United States and for general corporate purposes. On a fully diluted basis, at issuance we had no available shares of common stock for the shares underlying these warrants and, as a result, recorded a derivative liability for the fair value of these warrants at issuance ($2.0 million). We recorded $1.0 million in financing expense at closing, representing the excess of the amounts recorded for the warrants over the net proceeds from the offering. The convertible notes issued in the offering were initially recorded with a discount equal to the face amount of the notes. As discussed below, in the Debt Conversions section, these notes converted in May 2014. In June 2014, we issued and sold 1,417,500 shares of common stock for $5.29 per share and warrants to purchase 708,750 shares of common stock (exercise price of $5.87 per share and June 2019 expiration) for $0.01 per underlying share. The underwriters for the offering also received a warrant for the purchase of 85,050 shares of common stock (exercise price of $6.625 per share and June 2019 expiration). The net proceeds from the offering of $6.8 million, after deducting underwriting discounts and commissions and other cash offering expenses of $0.7 million, are included in common stock. We contributed $3.0 million of the proceeds to Nutra SA and used $0.8 million of the proceeds to pay all amounts due under the USA segment senior revolving note. In October 2014, we issued and sold 1,181,695 shares of common stock and warrants to purchase 1,181,695 shares of common stock (exercise price of $5.27 per share, exercisable beginning April 2015, April 2020 expiration) for $5.40 per unit, where a unit is one share of common stock and a warrant to purchase one share of common stock. The underwriters of the offering also received a warrant for the purchase of 94,536 shares of common stock (exercise price of $5.27 per share and October 2019 expiration). The net proceeds from the offering of $5.8 million, after deducting underwriting discounts and commissions and other estimated cash offering expenses of $0.6 million, are included in common stock. In February 2016, we issued and sold 3,000 shares of preferred stock for $1,000 per share, and sold warrants to purchase 2,660,000 shares of common stock (exercise price of $2.00 per share, exercisable beginning August 2016, April 2021 expiration). The underwriters of the offering also received a cash fee of $0.2 million. The net proceeds from the offering was $2.6 million, after deducting underwriting discounts and commissions and other estimated cash offering expenses of $0.4 million. As a result of this offering, we were required under our warrants that contain full ratchet anti-dilution provisions to reduce the exercise price on certain warrants from $5.24 per share to $1.50 per share and to increase the number of shares of common stock underlying these warrants from 426,489 shares to 1,489,868 shares. Debt Conversions In connection with the January 2014 acquisition of HN, we issued convertible promissory notes in the face amount of $3.3 million. The convertible notes issued in the March 2014 and May 2014 private placement closings, due in July 2016, bore interest at 5% interest until the $6.2 million outstanding on the notes, including accumulated interest thereon (less than $0.1 million), automatically converted in May 2014, at a conversion price of $5.25, into 1,180,567 shares of common stock upon shareholders voting to approve an increase in our authorized shares of common stock. When the notes converted, we recognized interest expense of $6.2 million, to accrete the notes to their face value, and increased equity $6.2 million. Warrants Reclassified to Equity Shares of available common stock increased in 2014 as a result of (i) the expiration of certain outstanding warrants and options and (ii) the 19,000,000 share increase in our authorized shares of common stock. As a result, during the second quarter of 2014, we transferred to equity the $8.9 million fair value of warrants previously classified as derivative liabilities solely due to a lack, on a fully-diluted basis, of available shares of common stock. Other Stock Issuances In February 2016, we issued 950,000 shares of common stock to a supplier. In a 2013 transaction Equity Incentive Plans, Options and Warrants A summary of stock option and warrant activity for 2015 and 2014 follows. Options Equity and Liability Warrants Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2014 179,437 $ 24.28 6.2 2,406,282 $ 6.33 4.5 Granted or issued 141,134 4.77 4,262,436 5.44 Exercised - NA - NA Forfeited, expired or cancelled (50,929 ) 34.61 (164,759 ) 5.24 Outstanding, December 31, 2014 269,642 12.12 7.9 6,503,959 5.77 4.3 Granted or issued 110,993 3.26 589,669 5.25 Exercised - NA - NA Forfeited, expired or cancelled (22,838 ) 20.21 - NA Outstanding, December 31, 2015 357,797 $ 8.86 7.8 7,093,628 $ 5.73 3.4 Exercisable, December 31, 2015 188,301 $ 13.14 6.6 7,093,628 $ 5.73 3.4 Our board of directors adopted our 2014 Equity Incentive Plan in August 2014 (2014 Plan), after the plan was approved by shareholders. A total of 1,600,000 shares of common stock were initially reserved for issuance under the plan. Under the terms of the plan, we may grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administers the plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The options granted under the plan have terms of up to 10 years. As of December 31, 2015, options to purchase 241,239 shares have been issued and remain outstanding, 420,667 common shares have been issued and remain outstanding and 938,094 shares are reserved for future grants under the 2014 Plan. Our board of directors adopted our 2010 Equity Incentive Plan (2010 Plan) in February 2010. A total of 125,000 shares of common stock were initially reserved for issuance under the plan. The amount reserved increased annually each January 1st by 5% of the outstanding shares as of the prior December 31st. Additionally, in 2011 the board approved a 40,000 increase in the number of shares of common stock reserved under the plan. Under the terms of the 2010 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Our board of directors administered the 2010 Plan, determined vesting schedules on plan awards and could accelerate the vesting schedules for award recipients. The options granted under the 2010 Plan have terms of up to 10 years. In 2013, the board of directors froze the 2010 Plan and there are no longer any shares reserved for future grants. Our board of directors adopted the 2005 Equity Incentive Plan (2005 Plan) in May 2005 and our shareholders approved the 2005 Plan in September 2005. Under the terms of the 2005 Plan, we could grant options to purchase common stock and shares of common stock to officers, directors, employees or consultants providing services on such terms as are determined by the board of directors. Options granted under the 2005 Plan have terms of up to 10 years. There are no longer any shares reserved for future grants under the 2005 Plan. Share-based compensation expenses related to option and stock grants issued to employees and directors are included in selling, general and administrative expenses in the statements of operations, and consisted of the following (in thousands): 2015 2014 Stock Options: Employees $ 128 $ 132 Executive officers 117 136 Consultants 1 4 Directors - 11 Stock: Directors 269 332 Executive officers 342 114 Total share-based compensation expense $ 857 $ 729 In June 2015, we issued shares of common stock to directors and executive officers at a grant date fair value of $3.38 per share. We issued 67,003 shares which vest in equal annual installments over the next three years and 72,044 shares which vest in June 2016 (or at the next annual shareholder meeting date if earlier). In August 2014, we issued shares of common stock to directors and executive officers at a grant date fair value of $4.91 per share. We issued 44,026 shares which vested in August 2014, 52,412 shares which vested in June 2015 and 185,182 shares which vest in August 2017. In 2015, we recognized $0.6 million in compensation related to these issuances. As of December 31, 2015, we expect to recognize the remaining $0.8 million of unrecognized compensation for the nonvested shares over a weighted average period of 1.7 years. As of December 31, 2015, our outstanding options have no intrinsic value. The average fair value of options granted was $2.68 per share in 2015 and $4.29 per share in 2014. The following are the assumptions used in valuing stock options: 2015 2014 Assumed volatility 90.7% - 112.5% 119.9% (112.0% weighted average) Assumed risk free interest rate 0.9% - 1.6% 1.7% (1.6% weighted average) Average expected life of options (in years) 6.2 6.2 Expected dividends - - Forfeiture rate 5% 5% The following table summarizes information related to outstanding and exercisable options: As of December 31, 2015 Outstanding Exercisable Range of Exercise Prices Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.98 to $2.97 34,862 $ 2.83 9.7 3,849 2.85 9.7 $ 2.98 to $3.47 75,243 3.47 9.5 12,540 3.47 9.5 $ 3.48 to $4.77 131,134 4.77 8.6 58,236 4.77 8.6 $ 4.78 to $16.00 109,267 15.77 5.3 105,449 15.84 5.2 $ 28.00 1,457 28.00 7.2 1,457 28.00 7.2 $ 40.00 2,834 40.00 5.8 2,834 40.00 5.8 $ 74.00 2,500 74.00 5.2 2,436 74.00 5.2 $ 242.00 500 242.00 0.0 500 242.00 0.0 $ 4.77 to $242.00 357,797 $ 8.86 7.8 187,301 $ 13.14 6.6 The following table summarizes equity and liability warrant activity during 2015 and 2014 : Equity Warrants Liability Warrants Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance, January 1, 2014 1,815,034 $ 6.69 5.0 591,248 $ 5.24 2.9 Granted 4,262,436 5.44 - NA Exercised - NA - NA Forfeited, expired or cancelled - NA (164,759 ) 5.24 Outstanding, December 31, 2014 6,077,470 5.81 4.4 426,489 5.24 2.9 Granted 289,669 5.25 300,000 5.25 Exercised - NA - NA Forfeited, expired or cancelled - NA - NA Outstanding, December 31, 2015 6,367,139 $ 5.73 3.4 726,489 $ 5.24 2.9 Exercisable, December 31, 2015 6,367,139 $ 5.73 3.4 726,489 $ 5.24 2.9 In addition to the warrants issued in connection with the offerings previously described in the Stock, Convertible Note and Warrant Offerings section, · In June 2014, we issued warrants to purchase 265,000 shares of common stock (exercise price of $5.25 per share and June 2019 expiration). · In · In The following table summarizes information related to outstanding and exercisable warrants: Outstanding Exercisable Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 5.24 Liability (1) 426,489 $ 5.24 1.9 426,489 $ 5.24 1.9 $ 5.25 Liability (2) 300,000 5.25 4.4 300,000 5.25 4.4 $ 5.25 to $5.87 Equity 4,296,339 5.36 3.7 4,296,339 5.36 3.7 $ 6.55 to $6.63 Equity 2,055,767 6.55 3.0 2,055,767 6.55 3.0 $ 16.00 to $16.80 Equity 12,004 16.40 2.5 12,004 16.40 2.5 $ 46.80 Equity 3,029 46.80 1.0 3,029 46.80 1.0 7,093,628 $ 5.73 3.4 7,093,628 $ 5.73 3.4 (1) The warrants contain full ratchet anti-dilution provisions and are classified as derivative warrant liabilities in our balance sheets. Under the anti-dilution clauses contained in these warrants, in the event of equity issuances at prices below the exercise prices of these warrants, we may be required to lower the exercise price on these warrants and increase the number of shares underlying these warrants. Equity issuances may include issuances of our common stock, certain awards of options to employees, and issuances of warrants and/or other convertible instruments. As a result of February 2016 equity issuances, in February 2016, we were required to lower the exercise price on these warrants to $1.50 per share and increase the number of shares of common stock underlying these warrants to 1,489,867 shares. (2) The warrant, issued in May 2015 to the Lender, contains a most favored nations anti-dilution provisions Under that provision, in the event of issuances of options and/or convertible instruments with anti-dilution provision (providing for the adjustment of the exercise price, conversion price or other price or rate at which shares of common stock thereunder may be purchased, acquired or converted, and/or any upward adjustment in the number of shares of common stock issuable) we may be required to lower the exercise price on this warrant and and/or increase the number of shares underlying this warrant. The warrant is classified as derivative warrant liabilities in our balance sheets. |