Stockholders' Equity and Redeemable Convertible Preferred Stock | Note 6. Stockholders’ Equity and Redeemable Convertible Preferred Stock Restated Certificate of Incorporation On March 4, 2016, the Company implemented a Reverse Stock Split with a ratio of 1-for-19. The par value and other terms of the common stock were not affected by the Reverse Stock Split. In addition, the amendment to the Company’s certificate of incorporation that effected the Reverse Stock Split simultaneously reduced the number of authorized shares of Common Stock from 200,000,000 to 100,000,000 (see Note 1). Common Stock On August 8, 2016, the Company closed on an underwritten public offering of 1,592,357 shares of the Company’s common stock at a price to the public of $1.57 per share. Under the terms of the Underwriting Agreement, the Company granted the representative of the underwriters a 30-day option to purchase up to 231,349 additional shares of its common stock (the 30-day underwriters option expired unexercised). The net proceeds to the Company were $2.1 million, after deducting the underwriting discount and other estimated offering expenses payable by the Company. Preferred Stock The Company had designated separate series of its capital stock as of September 30, 2016 and December 31, 2015 as summarized below: Number of Shares Issued and Outstanding as of September 30, December 31, Par Value Conversion Ratio Series "A" - - $ 0.0001 N/A Series "C" - - 0.0001 0.05:1 Series “D" 4,725 4,725 0.0001 0.53:1 Series “D-1" 834 834 0.0001 0.53:1 Series “F-1" - - 0.0001 0.05:1 Series “H" - 381,967 0.0001 0.53:1 Series “I” - - 0.0001 1.05:1 Series “J” - - 0.0001 0.05:1 Series “K” - 1,240 0.0001 263.16:1 Series H Convertible Preferred Stock On December 31, 2013, the Company designated 459,043 shares of preferred stock as Series H Preferred Stock. On December 31, 2013, the Company issued approximately $38.3 million of Series H Preferred Stock (or 459,043 shares) to Rockstar. Each share of Series H Preferred Stock is convertible into ten-nineteenths of a share of Common Stock and has a stated value of $83.50. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series H Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99% (which may be increased to 9.99% and subsequently to 19.99%, each upon 61 days’ written notice), in the aggregate, of issued and outstanding shares of Common Stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series H Preferred Stock. Holders of the Series H Preferred Stock shall be entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series H Preferred Stock are convertible, subject to applicable beneficial ownership limitations. The Series H Preferred Stock provides a liquidation preference of $83.50 per share. The shares of Series H Preferred Stock were not immediately convertible and did not possess any voting rights until such a time as the Company had obtained stockholder approval of the issuance, pursuant to NASDAQ Listing Rule 5635. On April 16, 2014, the Company obtained the required stockholder approval and, as a result, all outstanding shares of Series H Preferred Stock are convertible and possess voting rights in accordance with its terms. On May 28, 2014, 20,000 shares of Series H Preferred Stock were converted into 10,526 shares of Common Stock. In January 2015, Rockstar transferred its remaining outstanding Series H Preferred Stock to RPX Clearinghouse LLC, an affiliate of RPX, but retained certain recovery benefits set forth in the 2013 Patent Purchase Agreement between the Company and Rockstar. According to the RPX License Agreement disclosed in Note 7, on November 23, 2015, RPX transferred to the Company for cancellation 57,076 shares of Series H Preferred Stock then held by RPX, having a total carrying amount of $4,765,846 at the time the stock was issued to Rockstar. In connection with a second, separate, licensing agreement, on May 23, 2016, RPX transferred to the Company for cancellation of 100% of the remaining 381,967 shares of Series H Preferred Stock held by RPX, having a total carrying amount of $31,894,244 at the time the stock was issued to Rockstar (see Note 7 for further details). As of September 30, 2016, no shares of Series H Preferred Stock remained issued and outstanding. Series K Convertible Preferred Stock On December 2, 2015, the Company designated 1,240 shares of preferred stock as Series K Preferred Stock. On December 7, 2015, the Company issued 1,240 shares of Series K Preferred Stock in December 2015 Offering. Each share of Series K Preferred Stock is convertible into five thousand-nineteenths of a share of Common Stock and has a stated value of $1,000. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Series K Preferred does not generally have any voting rights but are convertible into shares of Common Stock. At no time may shares of Series K Preferred Stock be converted if such conversion would cause the holder to hold in excess of 4.99% of the issued and outstanding Common Stock, subject to an increase in such limitation up to 9.99% of the issued and outstanding Common Stock on 61 days’ written notice to the Company by such holder. The conversion ratio of the Series K Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. During the nine months ended September 30, 2016, 1,240 shares of Series K Preferred Stock were converted into 326,315 shares of Common Stock. As of September 30, 2016, no shares of Series K Preferred Stock remained issued and outstanding. Warrants A summary of warrant activity for the nine months ended September 30, 2016 is presented below: Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2015 2,304,888 $ 7.98 $ - 2.83 Exercised (200,000 ) 3.80 Expired (853,179 ) - Outstanding as of September 30, 2016 1,251,709 $ 10.15 4.16 Exercisable as of September 30, 2016 1,251,709 $ 10.15 $ - 4.16 Stock Options Also approved by the Company’s Stockholders on February 26, 2016 was an amendment to the Company’s 2014 Equity Incentive Plan, which increased the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 4,161,892 to 8,250,000 prior to effectuation of the 1:19 reverse stock split, proportionately reducing the total share authorization under the plan to 434,210 shares. During the nine months ended September 30, 2016, pursuant to and subject to the available number of shares reserved under the 2014 Plan, the Company issued 19,735 options to five of the Company’s directors. The aggregate grant date fair value of these options was approximately $31,000. A summary of option activity under the Company’s employee stock option plan for the nine months ended September 30, 2016 is presented below: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2015 286,487 $ 89.07 $ - 5.0 Employee options granted 19,735 1.98 - 4.6 Outstanding as of September 30, 2016 306,222 $ 83.46 $ - 4.3 Options vested and expected to vest 306,222 $ 83.46 $ - 4.3 Options vested and exercisable 296,357 $ 86.17 $ - 4.3 A summary of option activity under the Company’s non-employee stock option plan for the nine months ended September 30, 2016 is presented below: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2015 2,893 $ 98.07 $ - 5.4 Non-employee options granted - - - - Outstanding as of September 30, 2016 2,893 $ 98.07 $ - 4.7 Options vested and expected to vest 2,893 $ 98.07 $ - 4.7 Options vested and exercisable 2,893 $ 98.07 $ - 4.7 Stock-based compensation associated with the amortization of stock option expense was approximately $5,000 and $64,000 for the three months ended September 30, 2016 and 2015, and was approximately $26,000 and $0.2 million for the nine months ended September 30, 2016 and 2015, respectively. Unamortized stock-based compensation expense amounted to approximately $9,000 at September 30, 2016, and will be amortized over 0.59 years. Restricted Stock Awards In December 2015, the Company entered into a consulting agreement with a third party for consulting services. The Company agreed to pay the consultant $50,000 in shares of the Company’s common stock, which were issued in two equal parts. The first $25,000 (8,771 shares) of restricted stock was issued in January 2016, and the second $25,000 (or 10,870 shares) of restricted stock was issued in June 2016. In December 2015, the Company determined to pay each of Mr. Reiner and Mr. Dotson, in accordance with their respective employment agreements, $60,000 in shares of common stock in respect of their performance for the 2015 fiscal year which, as of the closing price of December 21, 2015, would have constituted a total of 42,106 shares. The shares were issued in March 2016. On January 26, 2016, the Company issued 652 shares of restricted common stock to a third party for consulting services. The restricted stock award vested immediately. The grant date fair value of restricted stock was $1,487. On February 4, 2016, the Company entered into a consulting agreement with a third party. The Company has agreed to pay the consultant three cash retainer payments for a total of $70,000, and granted $100,000 in shares of restricted stock. On February 4, 2016, the Company issued 42,445 restricted shares based on the average closing price for the 10 trading days immediately prior to February 4, 2016. The restricted stock award vested immediately. On February 26, 2016, the Company granted each of two consultants 7,895 shares of restricted common stock for consulting services. The restricted stock award vested on March 31, 2016 based upon the closing price on February 26, 2016. The grant date fair value of each restricted stock award was $15,000, respectively. On June 22, 2016, the Company granted two consultants 10,870 and 43,479 shares of restricted common stock for consulting services, respectively. The restricted stock award vested immediately. The grant date fair value of restricted stock was $25,000 and $100,000, respectively. A summary of the restricted stock award activity for the nine months ended September 30, 2016 is as follows: Number of Units Weighted Average Nonvested at December 31, 2015 - $ - Granted 164,113 1.52 Vested (164,113 ) 1.52 Nonvested at September 30, 2016 - $ - Restricted Stock Units On May 20, 2016, Mr. Hayes was granted an award of restricted stock units totaling 118,512 shares of common stock, which will vest upon the achievement of agreed upon performance milestones. A summary of the restricted stock award activity for the nine months ended September 30, 2016 is as follows: Number of Units Weighted Average Nonvested at December 31, 2015 - $ - Granted 118,512 1.52 Vested - - Nonvested at September 30, 2016 118,512 $ 1.52 As of September 30, 2016, the Company had unrecognized stock-based compensation expense related to restricted stock unit awards of approximately $50,000, which is expected to be recognized over the remaining weighted-average vesting period of 0.25 years. Stock-based Compensation Stock-based compensation for the three and nine months ended September 30, 2016 and 2015 was comprised of the following ($ in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Employee restricted stock awards $ - $ - $ - $ 11 Employee restricted stock units 49 - 72 - Employee stock option awards 5 64 26 154 Non-employee restricted stock awards - 25 255 58 Total compensation expense $ 54 $ 89 $ 353 $ 223 |