EQUITY AND SHARE-BASED COMPENSATION | NOTE 11. EQUITY AND SHARE-BASED COMPENSATION Preferred Stock and Warrant Offering In February 2016, our board of directors authorized the issuance of 3,000 shares of Series F Preferred Stock. The Series F 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 Series F 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 Series F Preferred Stock has no liquidation or other preferences over our common stock. In February 2016, in conjunction with the sale of the Series F Preferred Stock, we also sold warrants to purchase 2,660,000 shares of common stock (exercise price of $2.00 per share, exercisable beginning in August 2016 and expiring in August 2021). The placement agent for the offering received a cash fee of $0.2 million. The net proceeds from the offering were $2.6 million, after deducting placement agent discounts, commissions and other cash offering expenses of $0.4 million. On the date of issuance, we allocated $2.5 million of the $3.0 million gross proceeds to derivative warrant liability, to record the warrants at fair value and recorded the remaining $0.5 million proceeds as preferred stock. We recorded a dividend on preferred stock for the preferred stock beneficial conversion feature equal to the proceeds allocated to the preferred stock at issuance ($0.5 million), as the fair value of the common stock underlying the convertible preferred stock at issuance was $2.7 million. As a result of this offering, the exercise price of certain warrants that contain full ratchet anti-dilution provisions was reduced from $5.24 per share to $1.50 per share and the number of shares of common stock underlying these warrants increased from 426,489 shares to 1,489,868 shares. See Note 20 for additional information related to 2017 equity transactions, including issuance of Series G Preferred Stock and related warrants. Employee and Director RSA Issuances and Adjustments In June 2015, we issued 139,047 RSAs to directors and executive officers at a grant date fair value of $3.38 per share. Approximately 48% of these shares vest in equal annual installments over three years and the remaining shares vested in June 2016. In August 2014, we issued 281,620 shares of common stock to directors and executive officers at a grant date fair value of $4.91 per share. Approximately 16% of these shares were immediately vested, 19% of these shares vested in June 2015 and the remaining 65% vest in August 2017. In September 2016, we issued RSAs to directors at a grant date fair value of $1.46 per share. We issued 174,825 shares which vest on the earlier of June 30, 2017 or one day before the date of the next annual shareholder meeting. As described in Note 9, in connection with Mr. Short’s Release Agreement, vesting of Mr. Short’s 147,836 unvested RSA awards was accelerated upon his release from the Company, and 36,959 of those shares were withheld to settle withholding tax obligations. Other Equity Issuances and Adjustments In January 2016, we entered into a note payable with a director in the principal amount of $0.3 million and issued the director a warrant to acquire 25,000 share of common stock (exercise price of $5.25, exercisable immediately and expiring in January 2021). On the date of issuance, we recorded the warrant at fair value as a derivative warrant liability, pursuant to the Share Sequencing, and recorded a corresponding debt discount which amortized to interest expense when we repaid the note and accumulated interest in full in March 2016. In February 2016, we issued 950,000 shares of common stock to a supplier. The shares are being held in escrow until earned (as defined in our agreement) by the supplier at a fixed price of $2.80 per share. As of December 31, 2016, 10,753 shares have been released from escrow. Any shares remaining in escrow as of February 8, 2026 are subject to recall by the Company. Any recalled shares will be cancelled. In June 2016, we entered into an amendment agreement with our Lender to extend the prior modification of the loan agreement. In connection with this amendment, we repriced a previously issued warrant held by the Lender from $5.25 per share to $1.85 per share. In September 2016, we entered into an additional amendment agreement with our Lender to extend the prior modification of the loan agreement. In connection with this amendment, we repriced the warrant held by the Lender from $1.85 per share to $1.60 per share. Both prior to and subsequent to these modifications, we recorded the warrant at fair value as a derivative warrant liability, pursuant to the Share Sequencing, with changes in fair value recorded in the consolidated statements of operations. See Note 20 for additional information related to 2017 equity transactions, including repricing of existing warrants held by participants in the 2017 equity and debt transactions in addition to new warrant issuances to participants. Equity Incentive Plan, RSAs, Stock Options and Warrants Share-based compensation expenses related to stock option and RSA 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): 2016 2015 USA $ 975 $ 804 Brazil 35 53 Total share-based compensation expense $ 1,010 $ 857 As of December 31, 2016, total compensation cost related to nonvested stock options and RSAs not yet recognized is $691,000, which is expected to be recognized over the next 0.7 years on a weighted-average basis. Company Plan 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 stock options 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 stock options granted under the plan have terms of up to 10 years. As of December 31, 2016, stock options to purchase 170,811 shares have been granted and remain outstanding, 256,839 RSAs have been issued and remain unvested and 841,159 shares are reserved for future grants under the 2014 Plan. RSAs A summary of our RSA activity for 2016 follows. Number Weighted Average Grant Date Fair Value Fair Value Nonvested at December 31, 2015 324,229 $ 4.25 Granted 201,752 $ 1.42 Vested, including shares withheld to cover taxes (269,142 ) $ 3.86 $ 366,567 (a) Forfeited - NA Nonvested at December 31, 2016 256,839 $ 2.44 $ 264,544 (b) (a) The aggregate fair value of vested RSAs represents the total pre-tax fair value, based on the closing stock price on the day of vesting, which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. (b) The aggregate fair value of the nonvested RSAs represents the total pre-tax fair value, based on our closing stock price of $1.03 as of December 30, 2016 (the last trading day of the year), which would have been received by holders of RSAs had all such holders sold their underlying shares on that date. During 2016, the RSAs that vested for employees in the United States were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory United States tax obligation for the applicable income and other employment taxes and remitted the equivalent cash amount to the appropriate taxing authorities. The total shares withheld during 2016 of 42,662 were based on the value of the RSAs on their vesting dates as determined by our closing stock price on such dates. For 2016, total payments for the employees’ tax obligations to the taxing authorities were approximately $43,000 and are reflected as a financing activity within the accompanying consolidated statement of cash flows. These net-share settlements had the effect of repurchases of our common stock as they reduced the number of shares outstanding as a result of the vesting and did not represent an expense to us. Stock Options A summary of stock option activity for 2016 and 2015 follows. Options Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2014 269,642 $ 12.12 7.9 Granted 110,993 3.26 Exercised - NA Forfeited, expired or cancelled (22,838 ) 20.21 Outstanding, December 31, 2015 357,797 12.12 7.9 Granted - NA Exercised - NA Forfeited, expired or cancelled (186,986 ) 8.88 Outstanding, December 31, 2016 170,811 $ 8.83 7.2 Exercisable, December 31, 2016 128,332 $ 10.53 6.8 As of December 31, 2016, our outstanding stock options have no intrinsic value. We did not grant stock options in 2016. The average fair value of stock options granted was $2.68 per share in 2015. The following are the assumptions used in valuing the 2015 stock option grants: 2015 Weighted Average Assumed volatility 90.7% - 112.5% 112.0% Assumed risk free interest rate 0.9% - 1.6% 1.6% Average expected life of options (in years) 6.2 Expected dividends - Forfeiture rate 5% The following table summarizes information related to outstanding and exercisable stock options as of December 31, 2016: 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 28,392 $ 2.80 8.7 15,664 $ 2.65 8.7 $ 3.47 34,790 3.47 8.5 17,390 3.47 8.5 $ 4.77 to $6.00 57,603 4.82 7.6 45,252 4.83 7.6 $ 16.00 43,235 16.00 4.9 43,235 16.00 4.9 $ 28.00 to $74.00 6,791 49.94 4.6 6,791 49.94 4.6 170,811 $ 8.83 7.2 128,332 $ 10.53 6.8 Warrants The following table summarizes warrant activity during 2016 and 2015: Equity Warrants Liability Warrants Total 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) Shares Underlying Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance, December 31, 2014 6,077,470 $ 5.81 4.4 426,489 $ 5.24 2.9 6,503,959 $ 5.77 4.3 Granted 289,669 5.25 300,000 5.25 589,669 5.25 Exercised - NA - NA - NA Forfeited, expired or cancelled - NA - NA - NA Balance, December 31, 2015 6,367,139 5.78 3.4 726,489 5.24 2.9 7,093,628 5.73 3.4 Granted - NA 2,685,000 2.03 4.6 2,685,000 2.03 Impact of anti-dilution clauses - NA 1,063,379 1.50 0.9 1,063,379 1.50 Exercised - NA - NA - NA Forfeited, expired or cancelled (3,029 ) 46.80 - NA (3,029 ) 46.80 Balance, December 31, 2016 6,364,110 $ 5.77 2.4 4,474,868 $ 1.82 3.3 10,838,978 $ 4.14 2.8 Exercisable, December 31, 2016 6,364,110 $ 5.77 2.4 4,474,868 $ 1.82 3.3 10,838,978 $ 4.14 2.8 The following table summarizes information related to outstanding and exercisable warrants as of December 31, 2016: Outstanding and Exercisable Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 1.50 to $1.60 Liability (1) 1,789,868 $ 1.52 1.3 $ 2.00 Liability (2) 2,660,000 2.00 4.6 $ 5.25 Equity (3) 2,336,358 5.25 2.4 $ 5.27 to $5.87 Equity 1,984,981 5.48 3.0 $ 6.55 to $16.80 Equity 2,067,771 6.61 2.0 10,838,978 $ 4.14 2.8 (1) Includes two warrants for 1,489,868 shares which 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 (i.e. issuances of our common stock, certain awards of stock options to employees, and issuances of warrants and/or other convertible instruments) 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. The remaining warrant for 300,000 shares was issued to the Lender in May 2015 and contains a most favored nations anti-dilution provision. Under that provision, in the event of issuances of stock options and/or convertible instruments with anti-dilution provisions (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/or increase the number of shares underlying this warrant. (2) The warrants were issued in February 2016, in conjunction with the sale of the Series F Preferred Stock, and are classified as derivative warrant liabilities in our balance sheets primarily due to the Share Sequencing. (3) Includes a warrant for 25,000 shares issued in January 2016 classified as a derivative warrant liability in our balance sheets due to the Share Sequencing. |