EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS | NOTE 12. EQUITY, SHARE-BASED COMPENSATION, WARRANTS AND SECURITIES OFFERINGS Preferred Stock 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 designated and issued a seventh series of preferred stock, Series G, of which 225 shares remain outstanding as of December 31, 2019. 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 the 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 preferred stock equal to $1,000, plus any accrued but unpaid dividends thereon. Securities Offerings In March 2019, we issued and sold 3,046,668 shares of common stock for $3.00 per share and a prefunded warrant (the Prefunded Warrant) exercisable into 1,003,344 shares of common stock for $2.99 per share, in a private placement. The Prefunded Warrant had an exercise price of $0.01 per share and was immediately exercisable; however, we had to obtain approval from our shareholders before the holder could exercise the Prefunded Warrant to the extent such exercise would result in the holder owning in excess of 19.99% of our common shares outstanding. The holder exercised the entire Prefunded Warrant automatically when our shareholders approved the exercise in June 2019. We determined the Prefunded Warrant qualified for equity accounting. The net proceeds from the offering of $11.6 million, after deducting commissions and other cash offering expenses of $0.5 million, are recorded in equity. We determined the exercise price of the warrant was nominal and, as such, have considered the 1,003,344 shares underlying the warrant to be outstanding effective March 8, 2019, for the purposes of calculating basic EPS. In December 2019, we issued and sold 6,875,000 shares of common stock for $1.25 per share in a public offering. The net proceeds from the offering of $7.8 million, after deducting commissions and other cash offering expenses of $0.7 million, are recorded in equity. 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. In June 2018, shareholders approved a 3,000,000 increase in the number of shares authorized for issuance under the 2014 Plan, increasing the total shares of common stock authorized under the 2014 Plan to 6,300,000. 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). Year Ended December 31 2019 2018 Common stock, vested at issuance and nonvested at issuance $ 721 $ 555 Stock options 354 132 Restricted stock units 225 103 Compensation expense related to common stock awards issued under equity incentive plan $ 1,300 $ 790 Information regarding common stock issued under the equity incentive plan for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Issued Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period (Years) Shares Issued Weighted Average Grant Date Fair Value Per Share Weighted Average Vesting Period (Years) Twelve Months Ended December 31 Directors 219,401 $ 2.27 0.6 220,046 $ 1.83 1.0 Employees 30,887 $ 3.22 - 50,469 $ 1.38 - Consultants 39,061 $ 2.76 0.4 42,041 $ 1.90 - 289,349 312,556 Nonvested Stock Summaries of nonvested stock activity for the years ended December 31, 2019 and 2018, follow (in thousands, except share and per share amounts). 2019 2018 Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation Shares Granted Weighted Average Grant Date Fair Value Per Share Fair Value Unrecog- nized Stock Comp- ensation (1) (2) (1) (2) Nonvested at January 1 193,965 $ 1.84 $ 582 $ 173 384,744 $ 0.94 $ 569 $ 176 Granted 150,274 2.88 432 220,072 1.83 403 Vested (227,711 ) 1.99 613 (410,851 ) 1.00 763 Nonvested at December 31 116,528 $ 2.88 $ 171 $ 160 193,965 $ 1.84 $ 582 $ 173 (1) 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. (2) As of December 31, 2019 and 2018, unrecognized compensation is amortizing over a remaining period of 0.5 years. The table above excludes the activity related to shares of common stock issued to a supplier in February 2016. We issued 950,000 nonvested shares of common stock to that supplier in February 2016. The shares were being held in escrow until earned (as defined in our agreement) by the supplier at a fixed price of $2.80 per share. We recalled and retired the 830,124 shares remaining in escrow, after the related supply agreement terminated in August 2019. Cumulatively, a total of 119,896 shares were released from escrow. During 2019, we released from escrow and expensed the value of 20,640 shares of common stock earned by the supplier, at $2.92 per share. The $2.92 per share was the fair value of the shares on January 1, 2019, the date we adopted ASU 2018-07. During 2018, we released from escrow and expensed the value of 39,934 shares of common stock earned by the supplier, at an average of $2.41 per share. The shares released from escrow in 2018 were valued at the fair value of the shares when earned, under the guidance for nonemployee awards in effect in 2018, prior to our adoption of ASU 2018-07. Options Stock option activity for the years ended December 31, 2019 and 2018, follows. 2019 2018 Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Weighted Average Remaining Contractual Life (Years) Outstanding at January 1 950,727 $ 3.06 8.5 639,659 $ 2.91 8.5 Granted (1) 385,883 3.01 $ 1.83 10.0 653,873 2.25 $ 1.50 10.0 Cash exercised (2) (165,812 ) 0.94 8.1 (32,500 ) 0.85 8.6 Forfeited (174,789 ) 3.98 8.4 (310,305 ) 1.28 8.5 Outstanding at December 31 996,009 $ 3.23 8.1 950,727 $ 3.06 8.5 (1) The options granted vest and become exercisable in annual or monthly installments ending four years from the date of grant. (2) Includes options for 31,955 shares of common stock at a weighted average exercise price of $1.16 per share for which we accelerated vesting upon termination of employment for an employee in June 2019. We expensed $0.1 million of incremental expense upon acceleration of vesting. Information related to outstanding and exercisable stock options as of December 31, 2019, follows. 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) $0.85 115,500 $ 0.85 7.3 52,750 $ 0.85 7.3 $1.09 to $1.98 146,431 1.39 7.9 38,513 1.40 7.6 $2.53 to $2.97 458,750 2.80 9.0 78,500 2.87 8.4 $3.19 to $3.52 199,817 3.30 8.8 20,631 3.47 5.5 $4.27 to $4.77 38,105 4.57 4.6 38,071 4.57 4.6 $16.00 to $74.00 37,406 21.37 1.7 37,406 21.37 1.7 996,009 $ 3.23 8.1 265,871 $ 5.15 6.4 As of December 31, 2019, outstanding stock options had an intrinsic value of $0.1 million, the weighted average remaining vesting period of options outstanding was 3.0 years and unrecognized option compensation cost was $1.0 million. As of December 31, 2019, exercisable options had an intrinsic value of less than $0.1 million. The intrinsic value of options exercised was $0.4 million in 2019 and $0.1 million in 2018. The following are the assumptions used in valuing the 2019 and 2018 stock option grants: Year Ended December 31 2019 2018 Assumed volatility 64% - 69% 75% - 81% (67% weighted average) (78% weighted average) Assumed risk free interest rate 1.8% - 2.7% 2.2% - 2.8% (2.4% weighted average) (2.5% weighted average) Average expected life of options (in years) 6.1 - 6.3 6.2 (6.2 weighted average) (6.2 weighted average) Expected dividends - - In January 2020, we issued options to employees for the purchase of up to 591,004 shares of common stock, at an exercise price of $1.23 per share which vest and become exercisable in four annual installments ending in January 2024. The options have a grant date fair value per share of $1.26. Restricted Stock Units Restricted stock unit (RSU) activity for the years ended December 31, 2019 and 2018, follows. 2019 2018 RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) RSU Shares Issued to Employees Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at January 1 1,215,000 $ 683 2.3 1,175,000 $ 161 3.0 Granted 213,062 145 2.4 1,045,000 724 2.2 Cancelled - - (705,000 ) (31 ) Forfeited (280,000 ) (227 ) (300,000 ) (69 ) Expensed - (224 ) - (102 ) Nonvested at December 31 1,148,062 $ 377 1.4 1,215,000 $ 683 2.3 As of December 31, 2019, we have outstanding RSUs covering a total of 1,148,062 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. Subject to a minimum service period in certain grants, as described in the next sentence, the RSU shares vest as to (i) 114,806 shares on the date the vesting price equals or exceeds $5.00 per share (ii) 344,419 shares the date the vesting price equals or exceeds $10.00 per share and (iii) 688,837 shares the date the vesting price equals or exceeds $15.00 per share. In certain RSUs, vesting occurs the later of the one-year anniversary of the grant and the date the shares reach the vesting price indicated in the preceding sentence. The RSUs expire on the fifth anniversary of each grant. The assumptions used in valuing the 2019 and 2018 RSU grants follow: Year Ended December 31 2019 2018 Assumed volatility 43% - 44% 45.0% (44% weighted average) Assumed risk free interest rate 1.4% - 2.3% 2.9% - 3.0% (1.8% weighted average) (3.0% weighted average) Expected dividends - - Warrants Warrant activity, excluding activity related to the Prefunded Warrant, for the years ended December 31, 2019 and 2018, follows. 2019 2018 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) Outstanding at January 1 10,252,714 $ 2.25 2.3 21,157,273 $ 2.30 3.4 Issued (1) - NA NA 315,000 4.73 NA Cash exercised (685,409 ) 3.01 0.3 (8,686,838 ) 1.28 3.6 Cashless exercised (2) - NA NA (300,000 ) 1.60 1.8 Impact of modification (3): After modification - NA NA 600,000 3.30 0.6 Prior to modification - NA NA (850,000 ) 5.27 1.6 Expired (2,035,025 ) 5.25 - (1,982,721 ) 6.61 NA Outstanding at December 31 7,532,280 $ 1.32 1.9 10,252,714 $ 2.25 2.3 (1) We recognized $0.1 million of expense for these warrant issuances in the three months ended June 30, 2018. (2) We issued 139,392 shares of common stock upon cashless exercise of these warrants, based on the fair value at the date of exercise of $2.63 per share. (3) The fair value of the warrants immediately before the modification equaled the fair value of the warrants immediately after the modification and, therefore, no gain or loss was recorded. As of December 31, 2019, all outstanding warrants were exercisable. The following table summarizes information related to exercisable and outstanding warrants as of December 31, 2019. Range of Exercise Prices Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.96 6,680,585 $ 0.96 2.1 $2.00 50,000 2.00 3.1 $5.25 to $5.87 621,695 5.26 0.2 7,352,280 $ 1.32 1.9 Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of December 31, 2019, warrant holders may elect to exercise cashless warrants for 3,774,344 shares of common stock at an exercise price of $0.96 per share and 290,000 shares of common stock at an exercise price of $5.25 per share. 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 warrants, the shares under those warrants may again become exercisable using a cashless exercise feature. |