EQUITY, SHARE-BASED COMPENSATION AND WARRANTS | NOT E 10. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS In June 2020, shareholders approved, and we filed an amendment to our articles of incorporation increasing our authorized shares of common stock from 50,000,000 to 150,000,000. A summary of equity activity follows (in thousands, except share amounts). Shares Accumulated Other Preferred Common Preferred Common Accumulated Comprehensive Loss Equity Balance, December 31, 2019 225 40,074,483 $ 112 $ 318,811 $ (287,180 ) $ - $ 31,743 Common stock awards under equity incentive plans - 17,534 - 312 - - 312 Net loss - - - - (3,033 ) - (3,033 ) Balance, March 31, 2020 225 40,092,017 $ 112 $ 319,123 $ (290,213 ) $ - $ 29,022 Common stock awards under equity incentive plans - 16,500 - 316 - - 316 Commn stock issued to vendors - 31,304 - 36 - - 36 Exercise of common stock warrants - 67,577 - 12 - - 12 Other comprehensive loss - - - - - (48 ) (48 ) Net loss - - - - (3,949 ) - (3,949 ) Balance, June 30, 2020 225 40,207,398 $ 112 $ 319,487 $ (294,162 ) $ (48 ) $ 25,389 Shares Preferred Common Preferred Common Accumulated Equity Balance, December 31, 2018 405 29,098,207 $ 201 $ 296,739 $ (273,229 ) $ 23,711 Proceeds from sale of common stock and prefunded warrant, net of costs - 3,046,668 - 11,593 - 11,593 Common stock awards under equity incentive plans - 36,881 - 364 - 364 Exercise of common stock warrants - 600,000 - 1,980 - 1,980 Conversion of preferred stock into common stock (180 ) 170,818 (89 ) 89 - - Exercise of common stock options - 77,078 - 60 - 60 Other - - - 28 - 28 Net loss - - - - (3,227 ) (3,227 ) Balance, March 31, 2019 225 33,029,652 112 310,853 (276,456 ) 34,509 Exercise of prefunded warrant - 1,003,344 - 10 - 10 Common stock awards under equity incentive plans - 134,984 - 219 - 219 Exercise of common stock options - 78,734 - 87 - 87 Other - - - 32 - 32 Net loss - - - - (3,659 ) (3,659 ) Balance, June 30, 2019 225 34,246,714 $ 112 $ 311,201 $ (280,115 ) $ 31,198 On March 30, 2020, we entered into an at market issuance sales agreement with respect to an at-the-market offering program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $6.0 million through B. Riley FBR, Inc, as sales agent. The issuance and sale, if any, of our common stock under the agreement will be made pursuant to our effective “shelf” registration statement on Form S-3. No sales made to date under this agreement We have deferred $0.1 million of legal expenses and other costs related to the offering which are included in other current assets in our consolidated balance sheets as of June 30, 2020. Share-based compensation by type of award follows (in thousands). Three Months Ended June 30, 2020 March 31, 2020 Common stock, vested at issuance and nonvested at issuance $ 95 $ 105 Stock options 99 85 Restricted stock units 122 122 Compensation expense related to common stock awards issued under equity incentive plan $ 316 $ 312 In the three months ended March 31, 2020, we issued 17,534 shares of common stock, vested at issuance, to a consultant at a grant date fair value of $1.11 per share and recognized $0.1 million of expense for shares of common stock vesting during the period. In the three months ended June 30, 2020, under the equity incentive plan, we issued 16,500 shares of common stock, vested at June 30, 2020, at a grant date fair value or $1.16 per shares and (ii) recognized $0.1 million of expense for shares of common stock vesting during the period. As of June 30, 2020, there was no shares of nonvested common stock outstanding. In the three months ended June 30, 2020, we issued 31,304 shares of common stock to a vendor, vested at June 30, 2020, at a grant date fair value or $1.14 per share. Stock option activity for the six months ended June 30, 2020, follows. Shares Under Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2019 996,009 $ 3.23 8.1 Granted 653,004 1.22 $ 0.73 10.0 Forfeited (125,173 ) 4.74 7.2 Outstanding at March 31, 2020 1,523,840 2.24 8.8 Forfeited (77,357 ) 4.28 7.2 Outstanding at June 30, 2020 1,446,483 $ 2.13 8.6 Stock options granted in the three months ended March 31, 2020, each vest and become exercisable in annual installments ending four years from the date of grant and were valued using methods and assumptions comparable to those for our 2019 stock option grants. Restricted stock unit (RSU) activity for the six months ended June 30, 2020, follows. RSU Shares Issued to Employees and Directors Unrecognized Stock Compensation (in thousands) Weighted Average Expense Period (Years) Nonvested at December 31, 2019 1,148,062 $ 377 1.4 Cancelled (625,000 ) - Forfeited (1) (175,000 ) (142 ) Expensed (2) - (122 ) Nonvested at March 31, 2020 348,062 113 1.2 Granted to Directors (3) 477,018 426 Forfeited (30,000 ) (24 ) Vested (4) (115,904 ) - Expensed - (122 ) Nonvested at June 30, 2020 (5)(6) 679,176 $ 393 0.8 (1) In the three months ended March 31, 2020, we reversed $0.1 million of expense recognized prior to January 1, 2020 on forfeited RSU shares. (2) We expensed $0.1 million related to recognition of the unrecognized compensation associated with the cancelled RSU shares. (3) The shares of common stock subject to the RSUs were vested when granted or vest within one year of grant, and issuance of shares thereunder is deferred to the date the holder is no longer providing service to RiceBran Technologies. (4) Represents shares of common stock subject to RSUs which were vested when granted. (5) RSUs for a total of 361,114 shares of common stock vest in June 2021, and issuance of shares of common stock subject to each of those RSUs is deferred to the date the holder is no longer providing service to RiceBran Technologies. (6) A total of 318,062 shares of common stock 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, as described in the next sentence, the RSU shares vest as to (i) 31,806 shares on the date the vesting price equals or exceeds $5.00 per share (ii) 95,419 shares the date the vesting price equals or exceeds $10.00 per share and (iii) 190,837 shares the date the vesting price equals or exceeds $15.00 per share. Vesting on the RSU shares 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 at dates ranging through August 2024. Warrant activity for the six months ended June 30, 2020, follows. Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Outstanding, December 31, 2019 7,532,280 $ 1.32 1.9 Expired (265,000 ) 5.25 - Outstanding, March 31, 2020 7,267,280 1.18 1.7 Cash exercised (12,948 ) 0.96 - Cashless exercised (1) (215,740 ) 0.96 - Expired (392,676 ) 4.60 - Outstanding, June 30, 2020 (2) 6,645,916 $ 0.98 1.7 (1) In the three months ended June 30, 2020, we issued 54,629 shares of common stock upon the cashless exercise of the warrants. (2) Under the terms of certain outstanding warrants, the holders may elect to exercise the warrants under a cashless exercise feature. As of June 30, 2020, warrant holders may elect to exercise cashless warrants for 3,484,675 shares of common stock at an exercise price of $0.96 per share and 25,000 shares of common stock at an average 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. If 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. |