Stockholders' Equity | Stockholders’ Equity Series A Convertible Preferred Stock In January 2010, we entered into a transaction with Carilion, in which Carilion agreed to exchange all of its Senior Convertible Promissory Notes with an original principal amount of $5.0 million plus all accrued but unpaid interest, totaling $1.2 million , for 1,321,514 shares of our newly designated Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock is non-voting, carries a dividend of 6% payable in shares of common stock and maintains a liquidation preference up to $6.2 million . As of December 31, 2017 , 631,693 shares of common stock were issuable to Carilion as dividends and have been recorded in the statement of stockholders’ equity. These dividends are issuable on demand. Each share of Series A Convertible Preferred Stock may be converted into one share of our common stock at the option of the holder. We recorded the fair value of the Series A Convertible Preferred Stock, determined based upon the conversion value immediately prior to the exchange, the fair value of the new warrant issued to Carilion, determined using the Black-Scholes valuation model, and the incremental fair value of the prior warrant due to the re-pricing and extension of maturity to stockholders’ equity. Warrants Carilion Clinic holds unexercised warrants for 366,000 shares of our common stock. The warrants have an exercise price of $2.50 per share and expire on December 31, 2020. Equity Incentive Plans In April 2016, we adopted our 2016 Equity Incentive Plan (the "2016 Plan") as a successor to the 2006 Plan. Under the 2016 Plan, our Board of Directors is authorized to grant both incentive and non-statutory stock options to purchase common stock and restricted stock awards to our employees, directors, and consultants. The 2016 Plan provides for the issuance of 3,500,000 shares plus any amounts forfeited from grants under the 2006 Plan after the expiration date of the 2006 Plan. Options generally have a life of 10 years and exercise price equal to or greater than the fair market value of the Common Stock as determined by the Board of Directors. Vesting for employees typically occurs over a four -year period. The following table sets forth the activity of the options to purchase common stock under the 2006 Plan and the 2016 Plan. The prices represent the closing price of our Common Stock on the NASDAQ Capital Market on the respective dates. Options Outstanding Options Exercisable Number of Price per Weighted Aggregate Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Balance at January 1, 2016 3,800,728 $0.61 - 8.43 $ 2.17 $ 111,314 3,045,150 $ 2.39 $ 103,603 Forfeited (963,614 ) $1.18 - 8.43 $ 2.99 Exercised — 0 $ — Granted 20,000 $1.15 $ 1.15 Balance at December 31, 2016 2,857,114 $0.61 - 6.83 $ 1.89 $ 107,063 2,367,630 $ 1.93 $ 101,071 Forfeited (178,665 ) $1.27 - 6.83 $ 2.24 Exercised (83,888 ) $0.82 - 1.40 $ 1.19 Granted 120,000 $1.51 - 2.40 $ 1.82 Balance at December 31, 2017 2,714,561 $0.61 - 6.55 $ 1.88 $ 2,098,195 2,590,030 $ 1.89 $ 2,013,034 (1) The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Years ended December 31, 2017 2016 Risk-free interest rate range 2.1% 1.5% Expected life of option-years 6.5 7.5 Expected stock price volatility 69% 73% Expected dividend yield —% —% The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of our common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executes, within our company. We do not currently pay dividends on our common stock nor do we expect to in the foreseeable future. Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Options Exercisable Weighted Average Exercise Price of Options Exercisable Year ended December 31, 2016 $0.61 - 6.83 2,857,114 5.09 $1.89 2,637,630 $1.93 Year ended December 31, 2017 $0.61 - 6.55 2,714,561 4.23 $1.88 2,590,030 $1.89 Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2016 $ — $ 370,654 Year ended December 31, 2017 $ 62,549 $ 3,962,746 For the years ended December 31, 2017 and 2016 , the weighted average grant date fair value of options granted was $1.18 and $1.15 , respectively, per share. We estimate the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through December 31, 2017 , the weighted average remaining service period is 3.2 years . Restricted Stock and Restricted Stock Units In 2017 and 2016 , we issued 349,000 and 319,000 , respectively, shares of restricted stock to certain employees. Shares issued to employees vest in three equal annual installments on the anniversary dates of their grant. In 2017 and 2016 , 530,542 and 245,583 shares, respectively, of restricted stock vested. In addition, in 2017 and 2016, we issued 129,865 and 86,956 , respectively, restricted stock units to members of our Board of Directors. Restricted stock units issued to our Board of Directors vest at the earlier of the one year anniversary of their grant or the next annual stockholders' meeting. In 2017 and 2016, 86,956 and 48,542 restricted stock units, respectively, vested. The following table summarizes our aggregate restricted stock awards and restricted stock unit activity in 2016 and 2017: Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Unvested Shares Balance at January 1, 2016 718,167 $1.22 $ 874,186 Granted 405,956 $1.15 $ 466,849 Vested (294,125 ) $1.20 $ (352,272 ) Forfeitures — $0.00 $ — Balance at December 31, 2016 829,998 $1.19 $ 988,763 Granted 478,865 $1.63 $ 780,252 Vested (617,498 ) $1.23 $ (758,653 ) Forfeitures (201,667 ) $1.35 $ (272,017 ) Balance at December 31, 2017 489,698 $1.51 $ 738,345 We recognized $0.7 million and $0.9 million in stock-based compensation expense, which is recorded in selling, general and administrative expenses on the consolidated statement of operations for the years ended December 31, 2017 and 2016 , respectively, and we will recognize $0.5 million over the remaining requisite service period. Non-employee Director Deferred Compensation Plan We maintain a non-employee director deferred compensation plan (the “Deferred Compensation Plan”) that permits our non-employee directors to defer receipt of certain of the compensation that they receive for serving on our board and board committees. During the years ended December 31, 2017 and 2016, the Deferred Compensation Plan permitted the participants to elect to defer cash fees to which they were entitled for board and committee service. For participating directors, in lieu of payment of cash fees, we credit their accounts under the Deferred Compensation Plan with a number of stock units based on the trading price of our common stock as of the date of the deferral. These stock units are vested immediately, although the participating directors do not receive the shares represented by such units until a future qualifying event. A summary of stock unit activity under the Deferred Compensation Plan for 2016 and 2017 is as follows. Number of Stock Units Weighted Average Grant Date Fair Value per Share Intrinsic Value Outstanding January 1, 2016 315,382 $1.38 Granted 101,901 $1.21 Vested — $1.01 Converted (24,271 ) $1.01 December 31, 2016 393,012 $1.37 $ 577,728 Granted 73,690 $1.54 Vested — $1.15 Converted — $0.00 December 31, 2017 466,702 $1.40 $1,134,086 In December 2017, we amended and restated our Deferred Compensation Plan to also permit participating non-employee directors to elect, beginning in 2018, to defer the receipt of some or all of the equity compensation that they receive for board and committee service. Stock Repurchase Program In May 2016, our board of directors authorized us to repurchase up to $2.0 million of our common stock through May 31, 2017. As of May 31, 2017, we had repurchased a total of 205,500 shares for an aggregate purchase price of $0.2 million under this stock repurchase program, after which this stock repurchase program expired. In September 2017, our board of directors authorized a new stock repurchase program and providing for the repurchase of up to $2.0 million of our common stock through September 19, 2018. Our stock repurchase program does not obligate us to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. As of December 31, 2017 , we had repurchased a total of 433,179 shares for an aggregate purchase price of $0.8 million under this stock repurchase program. In addition, in December 2017 we repurchased 100,000 shares directly from a member of our Board of Directors outside of the repurchase program. We currently maintain all repurchased shares under these stock repurchase programs as treasury stock. The following chart details our share repurchases during the year ended December 31, 2017 : Total Number of Shares Repurchased Average Price Paid per Share January 1 - September 30, 2017 141,000 $1.62 October 2017 193,323 $1.62 November 2017 130,120 $1.68 December 2017 159,634 $2.35 We currently maintain these repurchased shares as treasury stock. |