EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONS | NOTE 9. EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND FINANCING TRANSACTIONSS In February 2017, shareholders approved and we filed an amendment to our articles of incorporation increasing our authorized shares of common stock from 25,000,000 to 50,000,000. Our board of directors, without further action or vote by holders of our common stock, has the right to establish the terms, preference, rights and restrictions and issue shares of preferred stock. We previously designated and issued six series of preferred stock of which no shares remain outstanding. In addition, we have designated and issued a seventh series of preferred stock: 2,000 shares of Series G in 2017, of which 630 shares remain outstanding. The Series G preferred stock is non-voting and may be converted into shares of our common stock at the holders’ election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 preferred share for 948.9915 shares of common stock. The Series G preferred stock is entitled to receive dividends if we pay dividends on our common stock, in which case the holders of Series G preferred stock are entitled to receive the amount and form of dividends that they would have received if they held the common stock that is issuable upon conversion of the Series G preferred stock. If we are liquidated or dissolved, the holders of Series G preferred stock are entitled to receive, before any amounts are paid in respect of our common stock, an amount per share of Series G preferred stock equal to $1,000, plus any accrued but unpaid dividends thereon. Series F preferred stock is no longer outstanding. The Series F preferred stock was non-voting and could be converted into 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 was only entitled to receive dividends if we declared dividends, in which case the dividend was to 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 had no liquidation or other preferences over our common stock. Share-based compensation expenses related to stock options, stock and restricted stock units issued to employees and directors are included in selling, general and administrative expenses. The following table provides a detail of share-based compensation expense (in thousands). Years Ended December 31 2017 2016 Stock options $ 176 $ 243 Common stock, vested at issuance and nonvested at issuance 744 768 Restricted stock units 27 - Compensation expense related to common stock awards issued under equity incentive plans $ 947 $ 1,011 Share Sequencing From June 2015 until March 2017, the minority interest holders in Nutra SA could elect , the number of common stock and warrants issuable upon this election, was variable and indeterminate. For accounting purposes, we were not able to conclude that we had sufficient authorized and unissued shares to settle all contracts subject to the GAAP derivative guidance during the period the minority interest holders had this right, which right terminated March 31, 2017. Our adopted sequencing approach (Share Sequencing) was based on earliest issuance date, therefore, we were required to carry warrants issued between June 2015 and March 2017, at fair value, as derivative warrant liability, and preferred stock issued between June 2015 and March 2017, Warrants The following table summarizes information related to outstanding warrants: December 31, 2017 December 31, 2016 Range of Exercise Prices Type of Warrant Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Shares Under Warrants, Exercisable Cashless Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) (4 ) $ 0.96 Equity 12,972,832 0.96 4.1 3,774,344 - - - $ 1.50 to $1.60 Liability (1)(3) - - - - 1,789,868 1.52 1.3 $ 1.60 Equity (1) 300,000 1.60 2.4 300,000 - - - $ 2.00 Liability (2) - - - - 2,660,000 2.00 4.6 $ 2.00 Equity 2,660,000 2.00 3.6 - - - - $ 5.25 Liability (2) - - - - 25,000 5.25 3.6 $ 5.25 to $5.87 Equity 3,156,670 5.33 1.7 359,536 4,296,339 5.36 2.7 $ 6.55 to $16.80 Equity 2,067,771 6.61 1.0 190,899 2,067,771 6.61 2.0 21,157,273 $ 2.30 3.4 4,624,779 10,838,978 $ 4.14 2.8 (1) Includes a warrant for the purchase of up to purchase 300,000 shares of common stock which contains a most favored nations anti-dilution provision. Under that provision, in the event we issue warrants and/or other convertible instruments with anti-dilution provisions with respect to the exercise price of the warrant or the conversion price of the convertible instrument, we will be required to provide the same anti-dilution provision in this warrant and may be required to lower the exercise price on this warrant and/or increase the number of shares underlying this warrant. The warrant also contains a provision in effect until November 2017 which gave the holder the right to demand a net cash settlement in the event of a fundamental transaction (as defined in the agreement). The warrant was classified as derivative warrant liability in our balance sheets due to that provision as of December 31, 2016, and was reclassified to equity (deficit) in November 2017 when the provision expired. (2) The warrants were classified as derivative warrant liabilities in our balance sheets due to the Share Sequencing as of December 31, 2016, and were reclassified to equity (deficit) effective March 31, 2017. (3) Includes warrants for the purchase 1,489,868 shares of common stock, at December 31, 2016, which contained full ratchet anti-dilution provisions. The warrants were classified as derivative warrant liability in our balance sheets due to that provision as of December 31, 2016, and were exercised in 2017. (4) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. The shares listed, represent the shares holders could exercise cashless as of December 31, 2017. If we register for resale the shares subject to warrants, the holders of some of the warrants may no longer have the right to elect a cashless exercise. Should we fail to maintain a registration statement for the resale of shares under certain other warrant, the shares under those warrants may be exercisable using a cashless exercise feature. The following table summarizes warrant activity. 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) Outstanding, December 31, 2015 6,367,139 $ 4.02 2.8 726,489 $ 5.24 2.9 Issued - NA NA 2,685,000 2.03 5.0 Impact of repricing senior lender warrants: Prior to repricing - NA NA (300,000 ) 5.25 3.9 After repricing - NA NA 300,000 1.80 3.9 Prior to repricing - NA NA (300,000 ) 1.80 3.7 After repricing - NA NA 300,000 1.60 3.7 Impact of anti-dilution clauses: Prior to impact - NA NA (426,489 ) 5.24 1.8 After impact - NA NA 1,489,868 1.50 1.8 Exercised - NA NA - NA NA Forfeited, expired or cancelled (3,029 ) 46.80 - - NA NA Outstanding, December 31, 2016 6,364,110 5.77 2.44 4,474,868 1.82 3.3 Issued 25,000 0.96 5.01 11,783,163 0.96 5.0 Impact of repricing senior debenture purchaser warrants: Prior to repricing (875,000 ) 5.49 2.1 - NA NA After repricing 875,000 0.96 5.5 - NA NA Impact of repricing subordinated note holder warants: Prior to repricing (289,669 ) 5.25 3.3 - NA NA After repricing 289,669 0.96 3.3 - NA NA Impact of anti-dilution clauses: Prior to impact - NA NA (1,489,868 ) 1.50 0.8 After impact - NA NA 2,327,919 0.96 0.8 Transfer from liability to equity 14,768,163 1.16 4.8 (14,768,163 ) 1.16 4.8 Exercised - NA NA (2,327,919 ) 0.96 - Forfeited, expired or cancelled - NA NA - NA NA Outstanding, December 31, 2017 21,157,273 $ 2.30 3.4 - $ - - Exercisable, December 31, 2017 21,157,273 $ 2.30 3.4 - $ - - In the period from January 1, 2018 to March 8, 2018, we issued warrants for the purchase of up to 315,000 shares of common stock, at a weighted average exercise price of $4.73 per share and a weighted average term of 2.4 years. We recognized $0.1 million of expense for these issuances. During the same period, warrant holders exercised, at $0.96 per share, warrants for the purchase of 67,395 shares of common stock (remaining term at December 31, 2017 of 4.1 years). Transactions with Preferred Stock Holders. In February 2017, we issued and sold 2,000 shares of Series G preferred stock and sold warrants to purchase 1,423,488 shares of common stock (exercise price of $0.96 per share, exercisable beginning in February 2017 and expiring in February 2022). A subordinated note holder exchanged subordinated notes with a principal and carrying value of $0.1 million and cash for 180 shares of the Series G preferred stock and related warrants, which was treated as an extinguishment of debt. The net cash proceeds from the sale was $1.7 million, after deducting allocated cash offering expenses of $0.1 million. On the date of issuance, we allocated $1.0 million of the proceeds to derivative warrant liability, to record the warrants at fair value, recorded a $0.1 million loss on extinguishment and reduced debt $0.1 million related to the subordinated noteholders exchange, and recorded $1.2 million as preferred stock. We recorded a $0.8 million dividend on preferred stock for the preferred stock beneficial conversion feature equal to the proceeds allocated to the preferred stock issued to purchases who did not exchange debt, as the fair value of the common stock underlying the convertible preferred stock at issuance exceeded the amount recorded in preferred stock. In February 2016, we issued and sold 3,000 shares of Series F preferred stock and 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 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 contained 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. Transactions with Senior Debenture Holders In February 2017, we sold and issued in a private placement, for an aggregate subscription amount of $6.0 million: (i) senior debentures in the principal amount of $6.6 million and (ii) warrants to purchase an aggregate of 6,875,000 shares of common stock (exercise price of $0.96 per share, exercisable beginning February 2017 and expiration February 2022). We received aggregate net proceeds of $5.5 million, after deducting placement agent fees and allocated expenses of $0.5 million. Concurrently, we amended existing warrants, held by the debenture purchasers, for the purchase of up to 875,000 shares to (i) reduce the exercise prices from an average $5.49 per share to $0.96 per share, providing the warrants are not exercisable until August 2017, and (ii) change the expiration dates to August 2022, which increased the average remaining term of the warrants from 2.1 years to 5.5 years. We recorded $4.6 million as an increase to derivative warrant liabilities, to record the warrants at their fair value on the date of issuance, the $0.5 million as an increase in common stock to record the change in fair value of existing warrants and the remaining $0.4 million to debt, debt issuance costs and debt discount. We used the net proceeds from the offering to (i) pay off the senior revolving loan and term loan debt totaling $3.8 million and (ii) pay $0.2 million of principal and $0.3 million of interest due on subordinated notes and (iii) for working capital and general corporate purposes. We filed a registration statement on Form S-3, which became effective in May 2017, to register the shares under the warrants issued to the senior debenture purchasers. Transaction with Subordinated Note Holders In connection with the February 2017 senior debenture private placement, we entered into agreements which resulted in (i) a reduction in the annual interest rate on the subordinated notes from 11.75% to 7% (ii) an extension of the maturity date of the subordinated notes to May 2019 from May 2018 (iii) the payment of an aggregate amount equal to $0.5 million on the subordinated notes; (iv) the issuance of warrants to purchase up to 3,484,675 shares of our common stock (exercise price of $0.96 per share, expiration February 2022); and (v) the amendment of existing warrants held by the subordinated note holders for the purchase 289,669 shares of common stock to reduce the exercise price from $5.25 per share to $0.96 per share. We accounted for the transaction as an extinguishment of debt and issuance of new debt. In February 2017, we (i) recorded a loss on extinguishment of debt of $1.5 million, (ii) adjusted subordinated notes payable debt down by $0.9 million, to its fair value as of the transaction date, (iii) increased derivative liability by $2.3 million, representing the fair value of the newly issued warrants, and (iv) increased common stock equity by $0.1 million for the change in the fair value of the existing warrants. Transaction with Senior Lender In June 2016, we amended an agreement with a senior lender to extend the terms of a loan agreement and repriced a previously issued warrant held by the lender from an exercise price per share of $5.25 to $1.85. In September 2016, we amended the terms of the loan agreement with the lender to further extend the terms of the loan agreement and repriced the warrant held by the lender from an exercise price per share of $1.85 to $1.60. 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 net income (loss). Transactions with Other Note Holders 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 shares of common stock (exercise price of $5.25 per share, 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. Transactions with Holders of Warrants with Full Ratchet Anti-Dilution Clauses As a result of the February 2017 financing transactions described above, the exercise price of certain warrants that contained full ratchet anti-dilution provisions was reduced from $1.50 per share to $0.96 per share and the number of shares of common stock underlying these warrants increased from 1,489,868 shares to 2,327,919 shares. The holder of the warrants subsequently exercised the warrants and we issued 614,610 shares of common stock to the holder, with a weighted average fair value on the dates of conversion of $1.38 per share, in a cashless transaction and recorded a $0.1 million loss on the conversion equal to the difference between the fair value of the liabilities and the fair values of the common stock on the dates of the conversion. Other Equity Issuances 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. Cumulatively, as of December 31, 2017, 59,292 shares have been released from escrow. We may recall any shares remaining in escrow as of February 8, 2026. Any recalled shares will be cancelled. In February 2017, we issued a former employee 108,696 shares of our common stock, in lieu of paying $100,000 cash for a 2016 bonus. In June 2017, we issued 96,372 shares of common stock as transitional director compensation to the chairman of our board, who was awarded transitional director compensation in the amount of (i) $10,000 or 7,035 shares per month for July 2016 through December 2016 and (ii) $8,333 or 9,027 shares per month for January 2017 through March 2017. The amount was payable in either cash or stock at the chairman’s election. The chairman elected to receive shares of common stock. In June 2017, we issued 345,205 shares of common stock to our directors at a grant date fair value of $0.90 per share. In August 2017, we issued 35,336 shares of common stock to a director at a grant date fair value of $1.09 per share. The stock awards vest on the earlier of June 2018 or one day before the date of the next annual shareholder meeting. In September 2017, we issued and sold 2,654,732 shares of common stock for $1.08 per share. The net proceeds from the offering of $2.8 million, after deducting commissions and other cash offering expenses of $0.1 million, are included in common stock. We used the proceeds for general corporate purposes. In 2017, we issued 986,491 shares of common stock upon conversion of 499 shares of Series F preferred stock and 670 shares of Series G preferred stock. We reclassified the $0.4 million carrying value of the related preferred stock to common stock. In January 2018, we issued 50,469 shares of common stock to employees and 14,129 shares of common stock to a consultant, with a fair value at issuance of $1.38 per share. Equity Incentive Plan Our board of directors adopted our 2014 Equity Incentive Plan (2014 Plan) in August 2014, 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. In June 2017, shareholders approved a 1,700,000 increase in the authorized shares issuable under the 2014 Plan. The total shares authorized under the plan is now 3,300,000 shares. Options A summary of stock option activity follows. Shares Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2015 357,797 $ 12.12 7.9 Granted - NA NA Exercised - NA NA Forfeited, expired or cancelled (186,986 ) 8.88 6.5 Outstanding, December 31, 2016 170,811 8.83 7.2 Granted 481,500 0.79 10.0 Exercised - NA NA Forfeited, expired or cancelled (12,652 ) 3.62 8.1 Outstanding, December 31, 2017 639,659 $ 2.91 8.5 As of December 31, 2017, outstanding stock options had an intrinsic value of $0.3 million, the weighted average remaining vesting period of options outstanding was 3.8 years and unrecognized option compensation cost was $0.2 million. The average fair value of stock options granted was $2.68 per share in 2017. The following are the assumptions used in valuing the 2017 stock option grants: Year Ended December 31, 2017 Assumed volatility 85% - 87% (87% weighted average) Assumed risk free interest rate 1.8% - 2.0% (2.0% weighted average) Average expected life of options (in years) 6.2 (6.2 weighted average) Expected dividends - The following table summarizes information related to outstanding and exercisable stock options as of December 31, 2017: 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) $ 0.76 to $0.91 450,500 $ 0.83 9.3 53,332 $ 0.79 9.2 $ 1.09 to $1.98 31,000 1.27 9.4 5,000 1.98 7.9 $ 2.91 to $2.97 19,000 2.97 7.6 14,828 2.97 7.6 $ 3.47 34,790 3.47 7.5 32,429 3.47 7.5 $ 4.27 to $6.00 55,243 4.63 6.6 55,147 4.83 6.6 $ 16.00 42,335 16.00 3.9 42,335 16.00 3.9 $ 28.00 to $74.00 6,791 49.94 3.6 6,791 49.94 3.6 639,659 $ 2.91 8.5 209,862 $ 7.06 6.8 In January 2018, we issued options to employees for the purchase of up to 278,873 shares of common stock at an exercise price of $1.42 and a grant date fair value of $0.97 per share. The options vest and become exercisable in four equal annual installments beginning in January 2019. Restricted Stock Units In late June 2017, we issued restricted stock units (RSUs), under the 2014 Plan, to our executive officers covering a total of 1,175,000 shares of our common stock. The shares subject to the RSUs vest based upon a vesting price equal to the volume weighted average trading price of our common stock over sixty-five consecutive trading days. Each RSU’s shares vest (i) 10% if the vesting price equals or exceeds $5.00 per share, (ii) 30% if the vesting price equals or exceeds $10.00 per share and (iv) 60% if the vesting price equals or exceeds $15.00 per share. The shares had a grant date fair value of $0.2 million which was being expensed ratably over a 3.5-year period beginning in July 2017. In January 2018, 60% of the RSUs issued in June 2017 were cancelled. The portion cancelled related to the $15.00 per share target vesting price. Nonvested Stock Shares Issued to Employees and Directors Weighted Average Grant Date Fair Value Fair Value (in thousands) Weighted Average Remaining Vesting (Years) Unrecognized Stock Compensation (in thousands) (a) Nonvested at December 31, 2015 324,229 $ 4.25 $ 616.0 1.66 $ 796.3 Granted 174,825 1.46 255.00 Vested (242,215 ) (b) 4.16 323.00 Forfeited - NA NA Nonvested at December 31, 2016 256,839 2.44 265.00 0.7 284.6 Granted 380,541 0.92 349.00 Vested (252,636 ) (c) 2.42 220.00 Forfeited - NA NA Nonvested at December 31, 2017 384,744 (d) $ 0.94 $ 569.0 0.5 $ 176.3 (a) Represents pre-tax fair value, based on our closing stock prices, which would have been received by the holders of the stock had all such holders sold their underlying shares on the date indicated, the dates of grant or the dates of vesting, as applicable. (b) Includes 147,836 shares, for which vesting was accelerated in November 2016, based on the terms of a severance agreement. (c) Includes 73,608 shares, for which vesting was accelerated in June 2017, based on the terms of a severance agreement. (d) Excludes 890,708 shares, issued to a supplier, nonvested and unearned as of December 31, 2017. 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 |