Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
5 | Stockholders’ Equity | | | | | | |
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2011 Equity Incentive Plan |
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The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”) is designed and utilized to enable the Company to offer its employees, officers, directors, consultants and others whose past, present and/or potential contributions to the Company have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 5,000,000 shares of common stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights and other stock-based awards. The Plan is administered by the Board, or, at the Board's discretion, a committee of the Board. |
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On April 1, 2013, the Company issued to management 1,270,000 shares of restricted stock. The vesting date of 1,075,000 shares of restricted stock is September 20, 2014, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The remaining 195,000 shares of restricted stock will vest evenly over 2 years, whereby 50% shall vest on September 30, 2014 and 50% shall vest on March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the Restricted Shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the Restricted Shares until the next following September 30th or March 31st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the Restricted Shares prior to such date. |
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On April 1, 2013, the Company issued to non-management directors 100,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on September 30, 2014 and 50% shall vest on March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the Restricted Shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the Restricted Shares until the next following September 30th or March 31st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the Restricted Shares prior to such date. |
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On May 1, 2013, the Company issued to non-executive employees 29,750 shares of restricted stock. The shares of restricted stock will vest evenly over 2 years, whereby 50% shall vest on April 30, 2014 and 50% shall vest on April 30, 2015. |
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On January 1, 2014, the Company issued to a member of management and a key employee an aggregate of 825,000 shares of restricted stock. The vesting date for 550,000 shares of restricted stock is July 1, 2014, and the remaining 275,000 shall vest evenly over the periods ending September 30, 2014, 2015 and 2016, provided, however, that each such grantee has the right to extend the vesting dates by six-month increments in their sole discretion, prior to the date the restrictions would lapse. |
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On January 1, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $5.00 per share, and 50% of the options will vest on each of the first and second anniversaries of the grant date. |
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Stock Options and Warrants |
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The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. |
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The fair value for all options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: |
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Expected Volatility (i) | | 22-23 | % | | | | |
Expected Dividend Yield | | 0 | % | | | | |
Expected Life (Term) (ii) | | 2.0 – 3.0 years | | | | | |
Risk-Free Interest Rate | | 0.50% - 0.60 | % | | | | |
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The options that the Company granted under the Plan expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant. |
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| (i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | | | | | |
| (ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | | | | | |
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Stock Options |
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A summary of the Company’s stock options for the Current Quarter is as follows: |
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| | | | | Weighted-Average | |
| | Options | | Exercise Price | |
Outstanding at January 1, 2014 | | | 343,125 | | $ | 4.11 | |
Granted | | | 50,000 | | | 5 | |
Canceled | | | - | | | - | |
Exercised | | | - | | | - | |
Expired/Forfeited | | | -13,500 | | | 3 | |
Outstanding at March 31, 2014 | | | 379,625 | | $ | 4.66 | |
Exercisable at March 31, 2014 | | | 304,500 | | $ | 4.75 | |
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Compensation expense related to stock option grants for the Current Quarter and the Prior Year Quarter was $11,000 and $20,000, respectively. Compensation expense related to stock options is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. An additional amount of $15,000 is expected to be expensed over a period of 21 months from April 1, 2014 through December 31, 2015. |
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The preceding table does not include options to purchase 576 shares of Common Stock for $728 per share issued under the Company’s former equity plan. The Company does not expect to issue any equity awards under this plan. |
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Warrants |
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A summary of the Company’s warrants for the Current Quarter is as follows: |
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| | | | | Weighted-Average | |
| | Warrants | | Exercise Price | |
Outstanding at January 1, 2014 | | | 1,469,543 | | $ | 3.05 | |
Granted | | | - | | | - | |
Canceled | | | - | | | - | |
Exercised | | | - | | | - | |
Expired/Forfeited | | | - | | | - | |
Outstanding at March 31, 2014 and expected to vest | | | 1,469,543 | | $ | 3.05 | |
Exercisable at March 31, 2014 | | | 1,457,043 | | $ | 3.07 | |
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Compensation expense related to warrants for the Current Quarter and the Prior Year Quarter was $0 and $11,000, respectively. Compensation expense related to warrants in the Prior Year Quarter is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. |
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The Company values other warrants issued to non-employees at the commitment date at the fair market value of the instruments issued, a measure which is more readily available than the fair market value of services rendered, using the Black-Scholes model. The fair market value of the instruments issued is expensed over the vesting period. |
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Compensation expense related to warrants in connection with a licensing agreement is amortized over the 5-year initial term of the license agreement and is recorded as a discount to licensing revenues. The stock-based licensing revenue-discount for the Current Quarter and the Prior Year Quarter was $1,000 in each quarter. An additional amount of $12,000 is expected to be amortized over a period of 30 months from April 1, 2014 through September 30, 2016. |
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In October 2013, the Company issued to Adam Dweck (“AD”) who is an Executive Vice President of Earthbound, LLC (“Earthbound”) and the son of Jack Dweck, who is a principal of Earthbound and is on the Company’s board of directors (see Note 8, Related Party Transactions), warrants to purchase 25,000 shares of common stock with an exercise price of $5.00 per share and a term expiring August 2, 2016. The 12,500 warrants are subject to AD generating $0.5 million of accumulated royalties and additional Warrants to purchase 12,500 shares of Common Stock at an exercise price of $5.00 per share, subject to AD generating $1.0 million of accumulated royalties. To date, AD has reached the first milestone of $0.5 million sourced royalties and the Company deems it likely that AD will reach the second milestone of $1.0 million of AD sourced royalties by August 2, 2016. Compensation expense related to warrants in connection with the licensing agreement is amortized over the expected period in which the royalty targets will be met and is recorded as a royalty commission expense and netted with licensing revenues. The stock-based commission expense for the Current Quarter and the Prior Year Quarter was $1,000 and $0, respectively. An additional amount of $1,000 is expected to be amortized over a period of 9 months from April 1, 2014 through December 31, 2014. |
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Restricted Stock |
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Compensation cost for restricted stock is measured using the fair value of the Company’s Common Stock at the date the common stock is granted. The compensation cost, net of projected forfeitures, is recognized over the period between the grant date and the date any restrictions lapse, with compensation cost for grants with a graded vesting schedule recognized using the treasury method. The restrictions do not affect voting and dividend rights. |
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A summary of the Company’s restricted stock for the Current Quarter is as follows: |
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| | Restricted | | Weighted-Average | |
Shares | Grant Date Fair |
| Value |
Outstanding at January 1, 2014 | | | 2,026,554 | | $ | 3.59 | |
Granted | | | 825,000 | | | 4 | |
Canceled | | | - | | | - | |
Vested | | | -35,000 | | | 3.86 | |
Expired/Forfeited | | | -2,000 | | | - | |
Outstanding at March 31, 2014 | | | 2,814,554 | | $ | 3.71 | |
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Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $1,556,000 and $34,000, respectively. Compensation expense related to restricted stock grants is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. An additional amount of $2,560,000 is expected to be amortized over a period of 30 months from April 1, 2014 through September 2016. |
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Shares Available Under the Company’s 2011 Equity Incentive Plan |
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At March 31, 2014 there were 1,252,008 common shares available for issuance under the Company’s 2011 Equity Incentive Plan. |
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Shares Reserved for Issuance |
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At March 31, 2014, there were 3,101,752 common shares reserved for issuance pursuant to warrants, stock options and availability for issuance under the Company’s 2011 Equity Incentive Plan. |
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Dividends |
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The Company has not paid any dividends to date. |
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