Note 7 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
7. STOCKHOLDERS’ EQUITY |
|
(a) Authorized share capital |
|
The total number of authorized shares of common stock of the Company is 65,000,000. Each share of common stock has a par value of $0.001 per share. The total number of authorized shares of preferred stock of the Company is 10,000,000. Each share of preferred stock has a par value of $0.001 per share. |
|
(b) Common stock |
|
On April 16, 2012, the Company closed an underwritten public offering of 3.45 million shares of its common stock at a price to the public of $3.60 per share. The Company received gross proceeds of $12,420,000, with associated costs of $1,194,000. |
|
On July 18, 2012, the Company closed an underwritten registered direct financing of 2.5 million shares of its common stock at a price of $3.17 per share. The Company received gross proceeds of $7,925,000, with associated costs of $524,000. |
|
On September 17, 2012 the Company issued 316,779 shares of restricted stock units to its management team as settlement of an outstanding liability for previously accrued bonuses related to achievement of CLIA waiver status. The costs basis of the shares granted was $3.72, the closing price of the Company’s stock on the date of grant, for a total value of $1,181,000. The shares were issued in accordance with the Company’s amended 2002 Stock Incentive Plan and were fully vested on the date of grant. |
|
On July 30, 2013, the Company closed an underwritten public offering of 2.99 million shares of its common stock at a price to the public of $13.50 per share. The Company received gross proceeds of $40,365,000, with associated costs of $3,055,000. |
|
(c) Stock Option Plan |
|
The Company has a stock option plan, the 2002 Stock Incentive Plan (the "Stock Incentive Plan"), which was most recently amended on June 7, 2013 in order to increase the shares reserved under the Stock Option Plan by 1,000,000. Under the Stock Incentive Plan, up to 5,200,000 options are available for grant to employees, directors and consultants. Options granted under the Stock Incentive Plan may be either incentive stock options or non-statutory stock options. Under the terms of the Stock Incentive Plan, the exercise price per share for an incentive stock option shall not be less than the fair market value of a share of stock on the effective date of grant and the exercise price per share for non-statutory stock options shall not be less than 85% of the fair market value of a share of stock on the date of grant. No option granted to a holder of more than 10% of the Company's common stock shall have an exercise price per share less than 110% of the fair market value of a share of stock on the effective date of grant. |
|
Options granted are typically service-based options. Generally, options expire 10 years after the date of grant. No incentive stock options granted to a 10% owner optionee shall be exercisable after the expiration of five years after the effective date of grant of such option, no option granted to a prospective employee, prospective consultant or prospective director may become exercisable prior to the date on which such person commences service, and with the exception of an option granted to an officer, director or consultant, no option shall become exercisable at a rate less than 20% per annum over a period of five years from the effective date of grant of such option unless otherwise approved by the Board. |
|
The Company accounts for stock-based compensation under the authoritative guidance which requires that share-based payment transactions with employees be recognized in the financial statements based on their fair value and recognized as compensation expense over the vesting period. The amount of expense recognized during the period is affected by subjective assumptions, including: estimates of the Company’s future volatility, the expected term for its stock options, option exercise behavior, the number of options expected to ultimately vest, and the timing of vesting for the Company’s share-based awards. |
|
The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company's condensed consolidated statements of operations and comprehensive loss (in thousands): |
|
| | Three months ended | | | Nine months ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
General and administrative | | $ | 189 | | | $ | 101 | | | $ | 1,239 | | | $ | 510 | |
Clinical, regulatory and research and development | | | 37 | | | | 102 | | | | 66 | | | | 326 | |
Sales and marketing | | | 521 | | | | 150 | | | | 1,200 | | | | 406 | |
Stock-based compensation expense before income taxes | | $ | 747 | | | $ | 353 | | | $ | 2,505 | | | $ | 1,242 | |
|
(d) Warrants |
|
On February 6, 2007, the Company issued warrants to investors and a transaction advisor (“2007 Warrants”). The 2007 Warrants were exercisable immediately into an aggregate of 131,497 shares of the Company's common stock at $46.25 per common share. These warrants expired during the first quarter of 2012 with no warrants having been exercised. |
|
On June 13, 2011, the Company issued 1,629,539 shares of its common stock as well as warrants (“Financing Warrants”) to purchase 109,375 shares of its common stock in consideration of conversion and retirement of the Company’s outstanding July and August 2009 debt obligations in the aggregate amount of $2,149,000 with associated costs of $41,000. The exercise price of the Financing Warrants is $1.60 per common share representing the price per share equal to the closing bid price per share of the Company’s common stock on the NASDAQ stock market on July 15, 2009. In the nine months ended September 30, 2013, 12,813 warrants were exercised (1,875 via cashless exercise) for gross proceeds of $18,000. In the period ended September 30, 2012, 22,499 warrants were exercised (18,749 via cashless exercise) for gross proceeds of $6,000. |
|
On June 30, 2011, the Company closed a private placement financing in which 3,846,154 shares of common stock and warrants (“2011 Warrants”) to purchase 3,846,154 shares of common stock for gross proceeds of approximately $7,000,000 were issued. The investors purchased the shares and warrants for $1.82 per unit (each unit consisting of one share and one warrant to purchase shares of common stock). The exercise price of the warrants is $1.86 per share. The warrants are exercisable at any time from the date of issuance until June 30, 2016. The Company accounts for the 2011 Warrants in accordance with applicable guidance to derivatives. The Company’s estimated the fair value of the warrants at the date of issuance using the Black Scholes option model with a 101% volatility, 5.0 years expected life and a risk-free interest rate of 1.76%. The 2011 warrants initial fair value of $5,518,000 was classified as a current liability as the Company determined that these warrants do not meet the criteria for classification as equity. In the nine months ended September 30, 2013, 1,206,273 warrants were exercised (1,007,921 via cashless exercise) for gross proceeds of $369,000. In the nine months ended September 30, 2012, 1,750,469 warrants were exercised (none via cashless exercise) for gross proceeds of $3,256,000. |
|
The estimated fair value of the 2011 Warrants at September 30, 2013 was determined using the Black-Scholes option-pricing model with the following assumptions: |
|
Volatility | | | 75 | % | | | | | | | | | | | | |
Expected life of Warrants (in years) | | 2.75 | | | | | | | | | | | | | |
Risk-free interest rate | | | 0.56 | % | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
|
The fair value of the 2011 warrants is highly sensitive to the changes in the Company’s stock price and stock price volatility. |
|
During the three and nine months ended September 30, 2013 certain holders of 2011 Warrants exercised 0 and 1,206,273 warrants, respectively. The Company received $0 and $369,000 in proceeds from these exercises during the three and nine month periods ended September 30, 2013, respectively. The Company is required to record the outstanding warrants at fair value at the time of exercise, before moving the fair value into additional paid-in capital, resulting in an adjustment to the warrant obligations, with any gain or loss recorded in earnings of the applicable reporting period. The Company, therefore, estimated the fair value of the exercised 2011 Warrants at their respective exercise dates to be $10,404,000, an increase in value of $0 and $6,813,000 from the previous values at June 30, 2013 and December 31, 2012, respectively. This increase was recorded as an expense in other income (expense) in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2013. |
|
During the three and nine months ended September 30, 2012 certain holders of 2011 Warrants exercised 0 and 1,750,469 warrants, respectively. The Company received $0 and $3,256,000 in proceeds from these exercises for the three and nine month periods ended September 30, 2012, respectively. The Company, estimated the fair value of the exercised 2011 Warrants at their respective exercise dates to be $4,014,000, an increase of $0 and $1,940,000 from the previous values at June 30, 2012 and December 31, 2011, respectively. This increase was recorded as an expense in other expense in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2012. |
|
The Company is also required to record the outstanding warrants at fair value at the end of each reporting period, resulting in an adjustment to the warrant obligations, with any gain or loss recorded in earnings of the applicable reporting period. The Company, therefore, estimated the fair value of the remaining warrants as of September 30, 2013 to be $8,355,000, an increase of $5,707,000 from the previous value at December 31, 2012, including an increase of $2,295,000 for the three months ended March 31, 2013, an increase of $3,030,000 for the three months ended June 30, 2013 and an increase of $382,000 for the three months ended September 30, 2013. This amount was recorded as a charge to other income (expense) in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2013. |
|
The Company, estimated the fair value of the remaining warrants as of September 30, 2012 to be $5,909,000, an increase of $929,000 from the previous value at June 30, 2012, and $5,026,000 from the previous value at December 31, 2011. These amounts were recorded as a charge to other income (expense) in the consolidated statement of operations and comprehensive income for the three and nine months ended September 30, 2012. |
|
On June 13, 2011, in connection with the conversion of the notes payable and accrued interest, the Company issued warrants with a life of five years to purchase 109,375 shares of common stock. The exercise price of these warrants is $1.60 per common share representing the price per share equal to the closing bid price per share of the Company’s common stock on the NASDAQ stock market on July 15, 2009. The Company recorded $163,000 representing the fair value of the warrants, calculated using the Black-Scholes value model, at the date of the Financing in additional paid-in capital. The value of the warrants was accreted over the term of the Notes until their conversion in June 2011. During the year ended December 31, 2012 certain holders of these warrants exercised 22,499 warrants, with $6,000 in proceeds received from these exercised warrants. During the nine months ended September 30, 2012 certain holders of these warrants exercised 22,499 warrants, with $6,000 in proceeds received from these exercised warrants. There were no similar warrant exercises for the three months ended September 30, 2012. As the estimated fair value of these warrants had been previously accreted over the term on the related Notes, no further accounting of these warrants is required. |
|
The following table provides activity for the Warrants outstanding through September 30, 2013 (in thousands, except weighted average exercise prices): |
|
| | Number of warrants outstanding | | | Weighted average exercise price | | | | | | | | | |
Outstanding, December 31, 2012 | | | 2,183 | | | $ | 1.85 | | | | | | | | | |
Exercised | | | (1,219 | ) | | | 1.86 | | | | | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
Outstanding, September 30, 2013 | | | 964 | | | $ | 1.84 | | | | | | | | | |
|