STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS' EQUITY Preferred Stock In December 2014, the Company amended its articles of incorporation to reduce the total number of authorized shares of preferred stock after giving effect to the reverse stock split (see Note 2). The amended articles of incorporation authorize the issuance of up to 5,000,000 Conversion of Series A and Series B Preferred Stock into Common Stock. On October 9, 2014, the Company filed with the Nevada Secretary of State an Amendment (the "Series A Amendment”) to the Certificate of Designation, as amended (the "Series A Certificate of Designation") of the Series A Preferred Stock. The Series A Amendment, which became effective on October 9, 2014, (i) amended the Series A Certificate of Designation to allow the stockholders representing eighty percent ( 80 31.25 19.25 88 1,894,969 103,332 In addition, on October 9, 2014, the Company also filed with the Nevada Secretary of State an Amendment (the "Series B Amendment") to the Certificate of Designation (the "Series B Certificate of Designation") of the Series B Preferred Stock. The Series B Amendment, which became effective on October 9, 2014, amended the Series B Certificate of Designation to allow the holders of a majority of the Series B Preferred Stock, including NJTC Investment Fund, LP, to elect to convert all issued and outstanding shares of Series B Preferred Stock into Common Stock. Immediately following effectiveness of the Series B Amendment, the stockholders representing over 93 100.00 0.90 10 84,283.99 92,712.27 10,244,450 After giving effect to the conversions of the Series A Preferred Stock and Series B Preferred Stock described above, there are no shares of Preferred Stock of the Company issued and outstanding as of December 31, 2016, 2015 and 2014. During the year ended December 31, 2014, the Company issued 135,303 1.00 238,313 During the year ended December 31, 2014, the Company issued 14,499.96 shares of Series B Preferred Stock respectively as payment of stock dividends at the stated value of $ 100.00 9,028,360 Determination of Stock Dividend Fair Value The Company utilizes a five day volume weighted average price of actual closing market prices for the Company’s Common Stock as its basis for estimating the fair value of the preferred stock dividends. Common Stock Shelf Registration On July 29, 2015, the Company’s registration statement on Form S-3, as filed with the SEC on July 23, 2015, was declared effective using a “shelf” registration process. Under this shelf registration statement, the Company may issue, in one or more offerings, any combination of common stock, preferred stock, senior or subordinated debt securities, warrants, or units, up to a total dollar amount of $ 100 November 4, 2015 Controlled Equity Offering On November 4, 2015, the Company entered into a Controlled Equity Offering SM 25,000,000 Under the Sales Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The NASDAQ Capital Market, on any existing trading market for the Common Stock or to or through a market maker. In addition, under the Sales Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. The Company may instruct Cantor not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of Shares under the Sales Agreement, and if it elects to make any sales, the Company can set a minimum sales price for the Shares. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all the shares subject to the Sales Agreement of (b) the termination of the Sales Agreement by Cantor or the Company, as permitted therein. In the fourth quarter of 2015, the Company sold 28,880 8.02 225,000 The Company pays a commission rate of 3.0 50,000 The Company intends to use the net proceeds raised through “at the market” sales for research and development activities, which include the funding of additional clinical studies and costs of obtaining regulatory approvals in countries not covered by the CE Mark, capital expenditures and other costs necessary to expand production capacity, support of various sales and marketing efforts, product development and general working capital purposes. January 14, 2015 Public Offering On January 14, 2015, the Company closed an underwritten public offering (the “Offering”) consisting of 1,250,000 8.25 10,312,500 9,409,000 The Company conducted the Offering pursuant to a registration statement on Form S-1 (File No. 333-199762), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 8, 2015. The Company filed a final prospectus on January 9, 2015, disclosing the final terms of the Offering. In connection with the Offering, on January 8, 2015, the Company entered into underwriting agreements with Brean Capital, LLC and H.C. Wainwright & Co., LLC (the “Representatives”), who acted as book-running managers and as representatives of the underwriters in the Offering. In connection with the successful completion of the Offering, the underwriters received aggregate discounts and commissions of 6 30,000 30,000 120 85,000 Stock Option Plans As of December 31, 2016, the Company had two Long Term Incentive Plans (the “2014 Plan” and the “2006 Plan”) to attract, retain, and provide incentives to employees, officers, directors, and consultants. The Plans generally provide for the granting of stock, stock options, stock appreciation rights, restricted shares, or any combination of the foregoing to eligible participants. A total of 2,400,000 2,400,000 158,000 129,000 401,000 The 2014 and 2006 Plans as well as grants issued outside of the Plan are administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”). The Compensation Committee is authorized to select from among eligible employees, directors, advisors and consultants those individuals to whom incentives are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Compensation Committee is also authorized to prescribe, amend and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction of any provision of the Plans or any options granted hereunder is within the discretion of the Compensation Committee. The 2014 Plan provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees and non-employee directors, advisors and consultants are eligible to receive options, which are not ISOs, i.e. “Non-Qualified Options.” Because the Company has not yet obtained shareholder approval of the 2006 Plan, all options granted thereunder to date are “Non-Qualified Options” and until such shareholder approval is obtained, all future options issued under the 2006 Plan will also be “Non-Qualified Options.” In December 2014, the Company’s received shareholder approval authorizing the Board of Directors to implement the form, terms and provisions of the 2014 Plan. Accordingly, any options issued to employees under the 2014 Plan will be ISOs within the meaning of Section 422 of the Internal Revenue Code. Stock-based Compensation Total share-based employee, director, and consultant compensation for the years ended December 31, 2016, 2015 and 2014 amounted to approximately $ 2,632,000 382,000 696,000 711,000 126,000 144,000 1,921,000 256,000 552,000 Weighted Weighted Average Average Remaining Exercise Contractual Shares per Share Life (Years) Outstanding January 1, 2014 1,916,951 $ 5.00 5.1 Granted 732,800 $ 5.02 8.7 Forfeited (227,810) $ 3.26 - Expired (2,502) $ 45.80 - Exercised (117,252) $ 0.97 - Outstanding, December 31, 2014 2,302,187 $ 5.37 6.1 Granted 681,000 $ 7.88 - Forfeited (166,287) $ 5.19 - Expired - $ - - Exercised (339,621) $ 1.74 3.2 Outstanding, December 31, 2015 2,477,279 $ 6.56 6.2 Granted 1,044,219 $ 4.68 - Forfeited (695,770) $ 7.12 - Expired (27,351) $ 114.33 - Exercised (36,200) $ 3.26 2.5 Outstanding, December 31, 2016 2,762,177 $ 4.69 6.0 The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $ 3.67 6.47 10 66.8 68.7 0 1.24 1.85 5.45 Options Outstanding Number Weighted Weighted Range of Outstanding at Average Average Aggregate Exercise December 31, Exercise Remaining Intrinsic Price 2016 Price Life (Years) Value $0.88 - $47.50 2,762,177 $ 4.69 6.0 $ 3,604,766 Options Exercisable Number Weighted Exercisable at Average Aggregate December 31, Exercise Intrinsic 2016 Price Value 1,849,629 $ 4.63 $ 2,920,034 Weighted Average Grant Date Shares Fair Value Non-vested, January 1, 2016 794,708 $ 2.72 Granted 1,044,219 2.71 Forfeited (684,270) 3.14 Vested (242,110) 1.13 Non-vested, December 31, 2016 912,547 $ 2.55 As of December 31, 2016, the Company had approximately $ 309,000 On February 24, 2017, the Board of Directors granted options to purchase 953,200 3,165,000 On June 7, 2016, the Board of Directors granted options to purchase 900,100 2,437,000 716,480 1,940,000 In April 2015, the Board of Directors granted options to purchase 566,000 The grant date fair value of these unvested options amounted to approximately $ 1,388,000 72,400 241,000 In April 2015, the Board of Directors also granted 960,000 7,747,200 240,000 1,936,000 75,000 414,000 1,941,660 1,539,000 136,500 758,000 1,675,500 Performance Based Stock Awards: Pursuant to a review of the compensation of the senior management of the Company, on June 7, 2016, the Board of Directors granted 80,000 375,200 198,000 Weighted Average Grant Date Shares Fair Value Non-vested, January 1, 2016 - $ - Granted 80,000 4.69 Vested (26,665) 4.69 53,335 $ 4.69 Warrants: Number of Shares Warrant Exercise Warrant To be Purchased Price per Share Expiration Date 40,001 $ 4.375 February 10, 2017 113,600 $ 3.750 June 21, 2018 110,000 $ 3.125 September 30, 2018 48,960 $ 7.500 March 11, 2019 736,000 $ 7.8125 March 11, 2019 30,000 $ 9.900 January 14, 2020 1,078,561 |