Note 9 - Capital Stock | 12 Months Ended |
Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. CAPITAL STOCK |
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(a) Authorized share capital |
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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. |
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(b) Common stock |
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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 and related accrued interest 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. |
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On June 30, 2011, the Company closed a private placement financing in which 3,846,154 shares of common stock and warrants to purchase 3,846,154 shares of common stock for gross proceeds of approximately $7,000,000 were issued, with associated costs of $703,000, of which $303,000 was related to warrants and $400,000 to common shares. Of the gross proceeds $3,549,000 were recorded as share equity and the remaining $3,451,000 was determined to be the value of the warrants issued in the financing. 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. During 2014, 304,945 warrants were exercised for gross proceeds of $0. |
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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. |
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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. |
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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 $1,182,000. The shares were issued in accordance with the Company's amended 2002 Stock Incentive Plan and were fully vested on the date of grant. |
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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 $3,036,000. |
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(c) Stock Option Plan |
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The Company has a stock option plan, the 2002 Stock Incentive Plan (the "Stock Incentive Plan"), which was most recently amended on June 11, 2014 in order to increase the shares reserved under the Stock Option Plan by 1,000,000. Under the Stock Incentive Plan, up to 6,200,000 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. |
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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. Shares issued upon option exercise result in new shares issued by the Company. |
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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 Company uses the Black-Scholes Merton option pricing model to calculate the fair value of the stock options. The weighted-average fair value of stock options granted during the years ended December 31, 2014, 2013 and 2012 was $3.02, $8.96, and $2.93, respectively. |
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The following table sets forth the total stock-based compensation expense resulting from stock options and the employee stock purchase plan included in the Company's consolidated statements of consolidated loss (in thousands): |
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| | Year ended December 31, | | | | | |
| | 2014 | | | 2013 | | | 2012 | | | | | |
General and administrative | | $ | 2,437 | | | $ | 1,837 | | | $ | 528 | | | | | |
Clinical and regulatory | | | 159 | | | | 174 | | | | 375 | | | | | |
Sales and marketing | | | 1,228 | | | | 1,727 | | | | 538 | | | | | |
Stock-based compensation expense before income taxes | | $ | 3,824 | | | $ | 3,738 | | | $ | 1,441 | | | | | |
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The estimated fair value of stock options for the periods presented was determined using the Black-Scholes Merton option pricing model with the following weighted-average assumptions: |
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| | Year ended December 31, | | | | |
| | 2014 | | 2013 | | 2012 | | | | |
Volatility | | | 87 | % | | | 101 | % | | | 104 | % | | | | |
Weighted average Expected life of options (years) | | | 5.84 | | | | 5.89 | | | | 5.74 | | | | | |
Risk-free interest rate | | | 1.57 | % | | | 1.43 | % | | | 0.88 | % | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | | |
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The Company's computation of expected volatility is based on the historical volatility of the Company's common stock over a period of time equal to the expected term of the stock options. Due to the lack of sufficient historical data, the Company's computation of weighted average expected life was estimated using the simplified method as prescribed by the Securities and Exchange Commission. Under this approach, estimated life is calculated to be the mid-point between the vesting date and the end of the contractual period. The risk-free interest rate for an award is based on the U.S. Treasury yield curve with a term equal to the expected life of the award on the date of grant. |
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A summary of the options issued during the year ended December 31, 2014 and the total number of options outstanding as of that date and changes since December 31, 2011 are set forth below: |
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| | Number of Options Outstanding | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (years) | | | Aggregate Intrinsic Value | |
Outstanding, December 31, 2011 | | | 3,690,654 | | | | 3.34 | | | | 7.06 | | | $ | 269,587 | |
Granted | | | 720,250 | | | | 3.69 | | | | | | | | | |
Exercised | | | (294,384 | ) | | | 0.37 | | | | | | | | | |
Forfeited/cancelled/expired | | | (17,178 | ) | | | 10.37 | | | | | | | | | |
Outstanding, December 31, 2012 | | | 4,099,342 | | | | 3.54 | | | | 7.14 | | | $ | 6,798,973 | |
Granted | | | 1,837,500 | | | | 9.78 | | | | | | | | | |
Exercised | | | (181,854 | ) | | | 2.52 | | | | | | | | | |
Forfeited/cancelled/expired | | | (218,193 | ) | | | 11.07 | | | | | | | | | |
Outstanding, December 31, 2013 | | | 5,536,795 | | | $ | 4.91 | | | | 6.89 | | | $ | 27,256,235 | |
Granted | | | 1,412,500 | | | | 4.63 | | | | | | | | | |
Exercised | | | (57,763 | ) | | | 3.18 | | | | | | | | | |
Forfeited/cancelled/expired | | | (528,406 | ) | | | 11.1 | | | | | | | | | |
Outstanding, December 31, 2014 | | | 6,363,126 | | | $ | 4.76 | | | | 6.57 | | | $ | 2,155,404 | |
Vested or expected to vest, December 31, 2014 | | | 4,523,922 | | | $ | 4.06 | | | | 5.59 | | | $ | 2,068,716 | |
Exercisable, December 31, 2014 | | | 3,400,612 | | | $ | 2.86 | | | | 4.58 | | | $ | 2,035,262 | |
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The aggregate intrinsic value at December 31, 2014 represents the total pre-tax intrinsic value, calculated as the difference between the Company's closing stock price on the last trading day of the respective fiscal year and the exercise price, multiplied by the number of shares that would have been received by the option holders if the options that could be exercised had been exercised on such date. |
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Net cash proceeds from the exercise of common stock options were $184,000, $458,000 and $110,000 for the years ended December 31, 2014, 2013 and 2012, respectively. No income tax benefit was realized from stock option exercises during the years ended December 31, 2014, 2013 and 2012. The Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows. |
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The total intrinsic value of options exercised was $15,000, $2,038,000, and $923,000 during the years ended December 31, 2014, 2013 and 2012, respectively. The total fair value of stock options vested during the years ended December 31, 2014, 2013, and 2012 was $3,408,903, $720,000 and $530,000, respectively. |
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As of December 31, 2014, $8,954,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.22 years. |
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As of December 31, 2014, the Company had 212,806 options remaining in the Stock Option Plan available for grant. |
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(d) Employee Stock Purchase Plan |
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In July 2014, the Company’s Board of Directors adopted the 2014 Employee Stock Purchase Plan, or the ESPP, which was approved by the Company's stockholders in June 2014 at the Company's Annual Meeting of Stockholders. A total of 671,500 shares of the Company’s common stock are reserved for issuance under the plan, which permits eligible employees to purchase common stock at a discount through payroll deductions. |
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The price at which stock is purchased under the ESPP is equal to 90% of the fair market value of the common stock on the first or the last day of the offering period, whichever is lower. Generally, each offering under the ESPP will be for a period of six months as determined by the Company's Board of Directors. Employees may invest up to 20% of their gross compensation through payroll deductions. In no event may an employee invest more than $25,000 worth of stock in the plan during each calendar year or more than 5,000 shares per offering period. During the year ended December 31, 2014, the Company received employee contributions totaling $114,000 and issued 47,902 shares of common stock. |
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As the ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation, stock-based compensation expense of $36,000 has been recorded during the year ended December 31, 2014. The fair value of each purchase option under the ESPP is estimated at the beginning of each six-month offering period using the Black-Scholes model with the following weighted-average assumptions |
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Volatility | | | 64 | % | | | | | | | | | | | | |
Expected life (years) | | | 0.5 | | | | | | | | | | | | | |
Risk-free interest rate | | | 0.07 | % | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
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(e) Warrants |
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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. There were no exercise transactions related to these warrants in 2014. During 2014, no financing warrants were exercised. |
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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. 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's estimated the fair value of the warrants at the date of issuance using the Black-Scholes Merton option pricing model with a 101% volatility, 5.0 years expected life and a risk-free interest rate of 1.76%. The 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. During 2014, 304,945 warrants were exercised for gross proceeds of $0. |
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The Company accounts for the 2011 Warrants in accordance with US GAAP guidance applicable to derivative instruments. The Company determined that the 2011 Warrants do not meet the criteria for classification as equity. Accordingly, the Company classified the 2011 Warrants as current liabilities at December 31, 2014. |
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The Company initially allocated the total proceeds received, pursuant to the Securities Purchase Agreement, to the shares of common stock and warrants issued based on their relative fair values. This resulted in an allocation of $3,012,000 of proceeds to warrant liability. Since under the derivative guidance the Company is required to record the derivatives at fair value, the Company therefore estimated the fair value of the warrants on the issuance date to be $5,518,000. Transaction costs associated with the issuance of the warrants of $303,000 were immediately expensed and included as warrant issuance costs in the Company's consolidated statements of comprehensive loss. |
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During the year ended December 31, 2014 certain holders of 2011 Warrants exercised 304,945 warrants. The Company received no cash proceeds from these cashless exercises. 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 $2,616,000, an increase of $263,000 from the previous value at December 31, 2013 of $2,352,000. The fair value was determined using the Black- Scholes Merton option pricing model and the increase was recorded as an expense in other income (expense) in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2014. |
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During the year ended December 31, 2013 certain holders of 2011 Warrants exercised 1,571,136 warrants. The Company received $693,000 in proceeds from these exercises. 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 $13,297,000, an increase of $8,620,000 from the previous value at December 31, 2012 of $4,014,000. The fair value was determined using the Black- Scholes Merton option pricing model and the increase was recorded as an expense in other income (expense) in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2013. |
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During the year ended December 31, 2012, certain holders of 2011 Warrants exercised 1,750,469 warrants. The Company received $3,256,000 in proceeds from these exercises. The Company estimated the fair value of the exercised 2011 Warrants at their respective exercise dates to be $4,014,000, an increase of $2,668,000 from the previous value at December 31, 2011 of $1,346,000. The fair value was determined using the Black-Scholes Merton option pricing model with the following weighted average assumptions for volatility of 97%, 4.3 years expected life and a risk free rate of 0.85%. This increase was recorded as an expense in other income (expense) in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2012. There were no similar warrant exercises for the year ended December 31, 2011. |
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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 December 31, 2014 to be $256,000, a decrease of $1,438,000 from the previous value at December 31, 2013. This amount was recorded as a charge to other income (expense) in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2014. |
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The estimated fair value of the 2011 Warrants at December 31, 2014 was determined using the Black-Scholes Merton option pricing model with the following weighted average assumptions: |
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Volatility | | | 65 | % | | | | | | | | | | | | |
Expected life of Warrants (years) | | | 1.5 | | | | | | | | | | | | | |
Risk-free interest rate | | | 0.46 | % | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
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The fair value of the 2011 warrants is highly sensitive to the changes in the Company's stock price and stock price volatility. |
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On June 13, 2011, in connection with the conversion of the notes payable and accrued interest (see Note 6), 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 Merton option pricing 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 years ended December 31, 2014, 2013 and 2012 certain holders of these warrants exercised 0, 12,813 and 22,500 warrants, with $0, $18,000 and $6,000 in proceeds received from these exercised warrants, respectively. 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. |
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The following table provides activity for the Warrants issued and outstanding during the two years ended December 31, 2014 (in thousands, except weighted average exercise prices): |
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| | Number of warrants outstanding | | | Weighted average exercise price | | | | | | | | | |
Outstanding, December 31, 2012 | | | 2,183 | | | | 1.85 | | | | | | | | | |
Exercised | | | (1,584 | ) | | | 1.86 | | | | | | | | | |
Outstanding, December 31, 2013 | | | 599 | | | | 1.83 | | | | | | | | | |
Exercised | | | (305 | ) | | | 1.86 | | | | | | | | | |
Outstanding, December 31, 2014 | | | 294 | | | $ | 1.79 | | | | | | | | | |
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(f) Exchange Right |
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In August 2014, the Company sold membership units in OcuHub LLC, a Delaware limited liability company and a wholly owned subsidiary of TearLab Corporation. The membership units sold generated cash proceeds of $250,000 in exchange for 2% ownership of OcuHub LLC. In connection with the sale of the membership units, the new members received an exchange right allowing the units to be exchanged upon written notice and during a specified exchange window for shares in our common stock. The first available exchange window follows the one year anniversary date of the purchase of membership units. The variable number of shares of common stock provided upon exchange is equal to the initial capital contribution amount received for the membership units sold divided by the closing sales price of TearLab Corporation common stock during the respective exchange window. Due to the exchange right option available to the membership unit holders, the entire loss from continuing operations related to OcuHub LLC of $2,080,000 for the year ended December 31, 2014 has been attributed to TearLab Corporation within the consolidated financial statements. |