11. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 |
Notes to Financial Statements | |
Note 11 - Stockholders' Equity | Common Stock: |
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Generally, the Company issues common stock in connection with acquisitions, as dividends on preferred stock, upon the exercise of common stock warrants or stock options and upon conversion of preferred shares to common stock. |
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In 2014, the Company issued 2,294,487 shares as dividends on preferred stock, 18,081,392 shares upon conversion of Series B and Series D convertible Preferred stock, 795,095 shares upon the exercise of common stock warrants, 33,334 shares upon exercise of stock options. |
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In 2013, the Company issued 2,241,935 shares in connection with the acquisition of Root9B LLC, 1,850,452 shares as dividends on preferred stock, 1,000,000 shares upon conversion of Series D convertible Preferred stock, 308,000 shares related to services to GHH prior to the acquisition, and the Company retired 266,238 shares that were related to the acquisition of GHH. |
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7% Series B Convertible Preferred Stock: |
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During 2010, we issued 1,200,000 shares of 7% Series B Convertible Preferred Stock (“Series B Preferred Stock”), along with 1,058,940 detachable warrants. The holders of shares of Series B Convertible Preferred Stock are entitled to receive a 7 percent annual dividend until the shares are converted to common stock. The warrants, immediately exercisable, are for a term of five years, and entitle the holder to purchase shares of common stock at an exercise price of $ 0.77 per share. As of December 31, 2014 and 2013, 1,080,000 shares and 1,160,000 shares, respectively, of the Series B Preferred Stock remain outstanding. |
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Series C Convertible Preferred Stock: |
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On March 1, 2011, the Company designated 2,500,000 shares of its preferred stock as Series C Convertible Preferred Stock; $.001 par value per share (“Series C Preferred Stock”), each share was priced at $2.10 and, included 3 warrants at an exercise price of $0.77 which expire in 5 years. The Series C Preferred Stock (a) is convertible into three shares of common stock, subject to certain adjustments, (b) pays 7 percent dividends per annum, payable annually in cash or shares of common stock, at the Company’s option, and (c) is automatically converted into common stock should the price of the Company’s common stock exceed $2.50 for 30 consecutive trading days. The warrants issued in connection with the preferred stock contain full-ratchet anti-dilution provisions that require them to be recorded as a derivative instrument. |
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During 2011, the Company issued 2,380,952 shares of Series C Preferred Stock and 8,217,141 warrants. All of these shares were outstanding as of December 31, 2014 and 2013. |
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Series D Convertible Preferred Stock: |
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In October 2012, the Company created up to 15,000 Units, each Unit consisting of one share of Series D 8% Redeemable Convertible Preferred Stock (“Series D Preferred Stock”) and a warrant to purchase ¼ of the number of shares of the Company’s common stock issuable upon conversion of one share of the Preferred Stock. The purchase price of one Unit was $1,000. Dividends are 8% per annum, payable semi-annually in cash or shares of common stock at the Company’s option. The Series D Preferred Stock is convertible into common stock at the total purchase price divided by $0.75 (the “conversion rate”), and collectively, the “conversion price”. The warrants are for a term of five years and have a strike price of $1.125 per share. The Preferred Stock shall automatically convert into common stock, at the conversion rate, upon (i) the completion of a firm commitment underwritten public offering of the Company’s shares of common stock resulting in net proceeds to the Company of at least $10,000,000 and is offered at a price per share equal to at least 200% of the conversion price (subject to adjustment for any stock splits, stock dividends, etc.), (ii) upon the affirmative vote of the holders of a majority of the outstanding shares of Preferred Stock, or (iii) on the second anniversary of the issue date of the Preferred Stock. The Preferred Stock contains anti-dilution protection. Holders of the Preferred Stock shall vote together with the holders of common stock on an as-converted basis. |
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On December 26, 2012, the Company closed an offering of this Preferred Stock to accredited investors. The Company sold 7,046 shares of Series D Preferred Stock and 2,348,685 warrants, with an exercise price of $1.125, for gross proceeds of $7,046,000. In connection with the sale of these securities, $704,600 was paid and 939,467 warrants were issued, with an exercise price of $1.125, to a registered broker. In addition, $100,000 and $6,500 in legal and escrow fees were paid. The Company received net proceeds of $6,234,900. The issuance of this Preferred Stock contained an embedded beneficial conversion feature, the intrinsic value of which was $607,312 and was recorded as a deemed dividend to preferred shareholders during the year ended December 31, 2012. |
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Additionally, the Company issued 7% Redeemable Convertible Promissory Notes and Warrants (“Promissory Notes”) on November 16, 2012. These Promissory Notes were mandatorily convertible into the “next round of financing” by the Company. The next round of financing was the Series D Preferred Stock described above. |
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On January 25, 2013, the Company closed an additional private placement financing from the sale of its Series D 8% Redeemable Convertible Preferred Stock (“Series D Preferred Stock”) to accredited investors. The Company sold 3,955 shares of its Series D Preferred Stock and issued 1,318,363 warrants, with an exercise price of $1.125, for gross proceeds of $3,955,001. In connection with the sale of these securities, $395,500 was paid and 527,334 warrants were issued, with an exercise price of $1.125, to a registered broker. In addition, Blue Sky filing fees of $1,550 were incurred. The Company received net proceeds of $3,557,951. |
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On February 26, 2013, the Company closed the final private placement financing from the sale of its Series D Preferred Stock to accredited investors. The Company sold 2,125 shares of its Series D Preferred Stock and issued 708,344 warrants, with an exercise price of $1.125, for gross proceeds of $2,125,000. In connection with the sale of these securities, $212,500 was paid and 283,334 warrants were issued, with an exercise price of $1.125, to a registered broker. In addition, legal fees of $18,300 were incurred. The Company received net proceeds of $1,894,200. |
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The Series D Preferred Stock automatically converted to common stock on December 26, 2014, which was the second anniversary of the original issuance of these shares. During 2014, 13,376 shares of the Series D Preferred Stock were converted into 18,001,392 shares of common stock. As of December 31, 2014 and 2013, 0 shares and 13,376 shares, respectively, of the Series D Preferred Stock remain outstanding. |
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Stock Options: |
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In May 2008, the Company and shareholders adopted a stock incentive plan, entitled the 2008 Stock Incentive Plan (the “Plan”), authorizing the Company to grant stock options of up to 10,000,000 common shares for employees and key consultants. On August 13, 2014, the Company’s stockholders approved an amendment to the Company’s 2008 Stock Incentive Plan increasing the number of shares of Common Stock available for issuance under the Plan to 20,000,000. All options are approved by the Compensation Committee. As of December 31, 2014, there were 8,690,136 shares available for grant under the Plan. |
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The Company’s results for 2014 and 2013 include stock option based compensation expense of $757,000 and $178,000, respectively. These amounts are included within SG&A expenses on the Statement of Operations. There were no tax benefits recognized in 2014 or 2013 for stock option based compensation. |
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The Company grants stock options to key employees and Board members at prices not less than the fair market value of the Company’s common stock on the grant date. Options issued expire either at five or ten years from the date of grant. The options are exercisable either immediately or based on a vesting schedule over 1 to 4 years. Compensation cost is recognized on a straight line basis based on the applicable vesting schedule. The Company uses the Black-Scholes valuation method to estimate the grant date fair value of each option. The fair values of options granted were estimated using the following weighted-average assumptions: |
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| Years Ended |
| 31-Dec-14 | 31-Dec-13 |
Exercise price | $0.54 - $2.00 | $0.59 |
Risk free interest rate | 0.66% to 2.09% | 1.39% |
Volatility | 29.65% - 37.13% | 32.83% |
Expected Term | 2.5 Years - 6 Years | 5 Years |
Dividend yield | None | None |
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The expected dividend yield is zero as the Company does not currently pay dividends on its common stock. As the Company’s common stock has very low trading volume, volatility is calculated based on the average volatility of a group of peer companies. The risk free interest rate is based on the U.S. Treasury rates on the grant date with maturity dates approximating the expected life of the option on the grant date. The expected term is an estimate based on the average of the date of vesting and the end of term of the option. These assumptions are evaluated and revised for future grants, as necessary, to reflect market conditions and experience. There were no significant changes made to the methodology used to determine the assumptions during 2014. The weighted-average grant-date fair value of stock options granted was $0.21 during 2014 and $0.18 during 2013. The following represents the activity under the stock incentive plan as of December 31, 2014 and changes during the two years then ended: |
| | Weighted Average |
| Outstanding Options | Exercise Price |
Outstanding at December 31, 2012 | 5,114,864 | $0.84 |
Issued | 525,000 | $0.59 |
Outstanding at December 31, 2013 | 5,639,864 | $0.83 |
Issued | 6,585,000 | $0.80 |
Exercised | (33,334) | $0.70 |
Forfeitures | -881,666 | $0.85 |
Outstanding at December 31, 2014 | 11,309,864 | $0.81 |
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Exercisable at December 31, 2014 | 8,328,197 | $0.85 |
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The weighted-average remaining contractual life for options outstanding at December 31, 2014 was 6.4 years and for options exercisable at December 31, 2014 was 5.6 years. The aggregate intrinsic value of options outstanding at December 31, 2014 was $8,588,909 and for options exercisable at December 31, 2014 was $5,998,770. As of December 31, 2014 there was approximately $412,000 of unrecognized compensation cost related to outstanding stock options. The unrecognized compensation cost will be recognized over a weighted-average period of 0.9 years. |
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Warrants: |
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The Company predominantly issues warrants to purchase Common Stock in connection with the issuance of Convertible Preferred Stock and Convertible Notes. The Company has also issued warrants for service to board members and outside companies. Additionally, the Company has issued warrants in connection with an acquisition (specifically, warrants were issued in connection with the GHH acquisition to convert GHH warrants to Root9B warrants). 15,635,308 of the 18,753,060 outstanding warrants have been issued in connection with equity instruments and are accounted for as a derivative liability. The remaining 3,117,752 warrants were issued for services to board members or external companies, in connection with the GHH acquisition, or in connection with the issuance of convertible notes and have been recorded based on fair value. The warrants expire 5 years from the date of issuance. Generally, warrants vest immediately or over a vesting schedule of between 1 and 3 years. The Company uses the Black-Scholes or “Binomial” valuation method, as appropriate to estimate the grant date fair value of each warrant. |
The Company issued 297,000 and 25,000 warrants to purchase shares of common stock in exchange for service during 2014 and 2013, respectively. The Company’s results for the years 2014 and 2013, include expense related to warrants issued for services of $38,000 and $16,000, respectively. These amounts are included within SG&A expenses on the Consolidated Statement of Operations. |
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Warrant holders exercised 1,186,300 warrants to purchase common stock, some of which were cashless exercises, during 2014. The weighted average price of the exercised warrants was $0.71 and the Company received $438,550 in proceeds and issued 795,095 shares of common stock as a result of these exercises. There were no warrants exercised during 2013. |
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The fair values of warrants granted for service were estimated using the following weighted-average assumptions: |
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| Years Ended |
| 31-Dec-14 | 31-Dec-13 |
Exercise price | $0.75 - $1.12 | $0.80 |
Risk free interest rate | 0.63% to 1.87% | 1.39% |
Volatility | 28.93% - 36.91% | 33.13% |
Expected Term | 2.5 Years – 5.75 Years | 5 Years |
Dividend yield | None | None |
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The following represents the stock warrant activity as of December 31, 2014 and changes during the two years then ended: |
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| Outstanding Warrants | Weighted Average |
Exercise Price |
Outstanding at December 31, 2012 | 16,249,985 | $1.10 |
Issued | 2,862,375 | $1.12 |
Outstanding at December 31, 2013 | 19,112,360 | $1.11 |
Issued | 927,000 | $1.05 |
Exercised | -1,186,300 | $0.71 |
Cancelled | (100,000) | $0.75 |
Outstanding at December 31, 2014 | 18,753,060 | $1.06 |
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