Stockholders' Equity and Redeemable Convertible Preferred Stock | Offering of Common Stock and Warrants On July 15, 2015, the Company entered into a placement agency agreement with Chardan Capital Markets, LLC as placement agent (the Placement Agent), relating to the July 2015 Financing, which was a registered direct offering to select institutional Investors of 5,719,530 shares of the Companys Common Stock, $0.0001 par value per share, and Common Stock Purchase Warrants to purchase up to an aggregate of 7,035,024 shares of Common Stock. Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee of 8.0% of the gross proceeds from the July 2015 Financing and $25,000 for its expenses related to the offering. The Placement Agent had no commitment to purchase any of the shares of Common Stock or Warrants and was acting only as an agent in obtaining indications of interest from investors who purchased the shares of Common Stock and Warrants directly from the Company. In addition, on July 15, 2015, the Company and the Investors in the July 2015 Financing entered into a securities purchase agreement (the Securities Purchase Agreement) relating to the issuance and sale of the Offered Shares and the Warrants. The Offered Shares and Warrants were sold in units, with each unit consisting of one Offered Share and a Warrant to purchase 1.23 Warrant Shares. The purchase price per unit was $0.256. The Warrants provide for an exercise price of $0.43 per share and become exercisable on January 22, 2016 and have a term of five years thereafter. The exercise price of the Warrants will also be adjusted in the event of stock splits and reverse stock splits. Except upon at least 61 days prior notice from the holder to the Company, the holder will not have the right to exercise any portion of the Warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Companys common stock (including securities convertible into common stock) outstanding immediately after the exercise; provided, however, that the holder may not increase this limitation at any time in excess of 9.99%. The Securities Purchase Agreement further provides that, subject to certain exceptions, until the Warrants are no longer outstanding, the Company will not affect or enter into a variable rate transaction. The Securities Purchase Agreement also provides the Investors an 18 month right of participation for an amount up to 100% of such subsequent financing common stock (or common stock equivalents or a combination thereof), on the same terms and conditions of such transaction. The use of proceeds from the Offering shall be for working capital and general corporate purposes, and shall not be used for the satisfaction of the Companys debt (other than ordinary course payables), for the redemption of common stock or common stock equivalents, for the settlement of outstanding litigation or in violation of OFAC or FCPA regulations. The net proceeds to the Company from the Offering, after deducting Placement Agent fees and the Companys estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants, were approximately $1.3 million. The Offering closed on July 21, 2015. Preferred Stock The Company had designated separate series of its capital stock as of September 30, 2015 and December 31, 2014 as summarized below: Number of Shares Issued and Outstanding as of September 30, 2015 December 31, 2014 Par Value Conversion Ratio Series "A" - - $ 0.0001 N/A Series "C" 1 1 0.0001 1:1 Series D" 4,725 4,725 0.0001 10:1 Series D-1" 834 834 0.0001 10:1 Series F-1" - - 0.0001 1:1 Series H" 439,043 439,043 0.0001 10:1 Series I 29,940 35,541 0.0001 20:1 Series J - - 0.0001 1:1 Series I Redeemable Convertible Preferred Stock In connection with the agreement to acquire Rockstar patents entered on December 31, 2013, the Company and Rockstar entered into a series of agreements which require the Company to redeem $20 million of stated value of Series I Preferred Stock in $5 million increments on each of the 6, 12, 18 and 24 months anniversary of the purchase. In the event that such payments are not timely made, Rockstar may employ certain remedies, including the imposition of interest at a rate of 15% per annum from the closing date on unpaid and unconverted amounts due and after the 12 month anniversary can reduce the redemption obligations through sale or recovery of patents in the acquisition at a value equal to unconverted amounts due which have been pledged as collateral for such obligations. Rockstar has filed a UCC-1 covering its redemption obligations and the right to foreclose on the collateral. The redemption obligation is also required to be satisfied in the event that the Company engages in certain capital raising transactions (among other instances, where such transactions result in net proceeds to us in excess of $7.5 million) and from recoveries on other assets. The obligation to utilize capital from financings and from other sources or the loss of patents to Rockstar upon a default could adversely impact our liquidity and financial position. In January 2015, Rockstar transferred its remaining outstanding Series I Preferred Stock, as well as its other stock in Spherix (including the Companys Series H Convertible Preferred Stock) to RPX Clearinghouse LLC (RPX), an affiliate of RPX Corporation. During the quarter ended June 30, 2015, the Company redeemed 5,601 shares of Series I Preferred Stock. In accordance with this redemption, the Company paid RPX $0.94 million. As of September 30, 2015, 29,940 shares of Series I Preferred Stock with an aggregate remaining redemption price of $5.0 million remained issued and outstanding. In June 2015, the Company received a letter from RPX alleging that the Company's disclosure relating to the substantial doubt regarding its ability to continue as a going concern in its previously filed Forms 10-K and 10-Q constitutes a default under the Intellectual Property Security Agreement surrounding the Series I Preferred Stock that was entered into with Rockstar in December 2013, which was transferred to RPX in January 2015 as part of the purchase of Rockstars assets by RPX. No communications or actions alleging any breach have followed since the date of such initial communication from RPX. The Company strongly believes that there is no merit in the allegation, and no legal basis for the claim. Warrants A summary of warrant activity for the nine months ended September 30, 2015 is presented below: Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2014 769,803 $ 13.70 $ - 4.03 Issued 7,035,024 0.43 - 5.31 Outstanding as of September 30, 2015 7,804,827 $ 1.74 $ - 5.11 Exercisable as of September 30, 2015 769,803 $ 13.70 $ - 3.28 Stock Options On April 3, 2014, pursuant to and subject to the available number of shares reserved under the Companys 2014 Equity Incentive Plan, the Company issued 500,000 non-qualified options with a term of five years and an exercise price of $2.86 to Anthony Hayes, director and the Chief Executive Officer of the Company. 50% of the options vested immediately, and the remaining 50% vesting upon the Companys receipt of gross proceeds of at least $30 million by April 3, 2015 from an offering of its securities (the Performance Condition). Since the Performance Condition was not satisfied by April 3, 2015, 250,000 options were forfeited. As a result, the Company reversed $0.4 million of option expense related to this grant during the nine months ended September 30, 2015. On May 24, 2015, 176 options granted on May 25, 2010 expired. During the third quarter ended September 30, 2015, pursuant to and subject to the available number of shares reserved under the 2014 Plan, the Company issued 450,000 options to five of the Companys directors. These stock options are vested within one year of the date of grant. The aggregate grant date fair value of these options was approximately $69,000. The fair value of stock options granted was determined on the grant date using assumptions for risk free interest rate, the expected term, expected volatility, and expected dividend yield. The fair value of the Companys common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission's Staff Accounting Bulletin No. 110 for plain vanilla options. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The volatility rate was computed based on the standard deviation of the Companys underlying stock price's daily logarithmic returns. The fair value of options granted in 2015 and 2014 was estimated using the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Exercise price $0.22 - $1.73 $1.34 - $1.79 $0.22 - $1.73 $1.34 - $5.83 Expected stock price volatility 117.2% - 130.4% 77.7% - 79.0% 117.2% - 130.4% 77.7% - 90.6% Risk-free rate of interest 0.74% - 1.08% 0.95% - 1.76% 0.74% - 1.08% 0.76% - 1.76% Term (years) 1.9 - 3.0 2.5 - 5.3 1.9 - 3.0 2.5 - 5.5 A summary of option activity under the Companys employee stock option plan for the nine months ended September 30, 2015 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2014 5,243,877 $ 4.97 $ - 6.0 Employee options granted 450,000 0.50 - 4.7 Employee options forfeited (250,000 ) - - - Employee options expired (176 ) - - - Outstanding as of September 30, 2015 5,443,701 4.69 $ 34,500 5.3 Options vested and expected to vest 5,443,701 4.69 - 5.3 Options vested and exercisable 5,406,076 $ 4.72 $ - 5.3 A summary of option activity under the Companys non-employee stock option plan for the nine months ended September 30, 2015 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2014 55,000 $ 5.16 $ - 6.4 Non-employee options granted - - - - Outstanding as of September 30, 2015 55,000 5.16 - 5.7 Options vested and expected to vest 55,000 5.16 - 5.7 Options vested and exercisable 55,000 $ 5.16 $ - 5.7 Stock-based compensation associated with the amortization of stock option expense was approximately $0.1 million and $1.6 million for the three months ended September 30, 2015 and 2014, respectively, and was approximately $0.2 million and $12.0 million for the nine months ended September 30, 2015 and 2014, respectively. Estimated future stock-based compensation expense relating to unvested stock options is approximately $5,000. The weighted average remaining vesting period of options outstanding at September 30, 2015 is approximately 0.9 years. Restricted Stock Awards On January 5, 2015, the Company issued 2,500 shares of fully vested common shares to an employee. On June 10, 2015, the Company entered into a consulting agreement with a third party for three months of services. The Company has agreed to pay the consultant a monthly fee of $10,000, payable in shares of Common Stock for each month of the term. On August 6, 2015, the Company issued 15,625 and 25,641 common shares based on the closing price of Common Stock on June 10, 2015 and July 10, 2015, respectively. On October 6, 2015, the Company issued 41,667 common shares based on the closing price of Common Stock on August 9, 2015 On June 15, 2015, the Company entered into a consulting agreement with a third party. The Company has agreed to pay the consultant a monthly fee of $5,000 for three months commencing on June 15, 2015, and granted 45,000 shares of restricted stock. The restricted stock awards vested monthly for each of the three months following the grant date. On August 6, 2015, the Company issued 30,000 common shares and on October 6, 2015, the Company issued the remaining 15,000 shares of Common Stock. A summary of the restricted stock award activity for the nine months ended September 30, 2015 is as follows: Number of Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2014 7,500 $ 2.63 Granted 127,933 0.45 Vested (135,433 ) 0.56 Nonvested at September 30, 2015 - $ - Stock-based Compensation Stock-based compensation for the three months and nine months ended September 30, 2015 and 2014 was comprised of the following (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Employee restricted stock awards $ - $ 19 $ 11 $ 33 Employee stock option awards 64 1,547 154 11,698 Non-employee restricted stock awards 25 15 58 175 Non-employee option awards - - - 48 Total compensation expense $ 89 $ 1,581 $ 223 $ 11,954 |