Capital Stock | 10. CAPITAL STOCK (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) 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 19, 2015 to increase the shares reserved under the Stock Incentive Plan by 1,000,000. Under the amended Stock Incentive Plan, up to 7,200,000 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 Companys 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 and generally 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. The Company accounts for stock-based compensation based on the fair value of the transaction, 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, 2015, 2014 and 2013 was $1.34, $3.02 and $8.96, respectively. The following table sets forth the total stock-based compensation expense resulting from stock options and the employee stock purchase plan included in the Companys consolidated statements of consolidated loss: Years ended December 31, 2015 2014 2013 General and administrative $ 2,014 $ 2,437 $ 1,837 Clinical, regulatory and research and development 472 159 174 Sales and marketing 1,634 1,228 1,727 Stock-based compensation expense before income taxes $ 4,120 $ 3,824 $ 3,738 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: Years ended December 31, 2015 2014 2013 Volatility 89 % 87 % 101 % Weighted average expected life of the options 5.39 years 5.84 years 5.89 years Risk-free interest rate 1.60 % 1.57 % 1.43 % Dividend yield 0.00 % 0.00 % 0.00 % The Companys computation of expected volatility is based on the historical volatility of the Companys 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 Companys computation of weighted average expected life was estimated as 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. A summary of the options issued during the year ended December 31, 2015 and the total number of options outstanding as of that date and changes since December 31, 2012 are set forth below: Weighted Average Number of Weighted Remaining Aggregate Options Average Contractual Intrinsic Value Outstanding Exercise Price Life (years) (in thousands) Outstanding, December 31, 2012 4,099,342 $ 3.54 7.14 $ 6,799 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 Granted 1,412,500 4.63 Exercised (57,763 ) 3.18 Forfeited/cancelled/expired (528,406 ) 11.10 Outstanding, December 31, 2014 6,363,126 4.76 6.57 2,155 Granted 1,285,455 2.09 Exercised (65,391 ) 1.52 Forfeited/cancelled/expired (664,088 ) 6.10 Outstanding, December 31, 2015 6,919,102 $ 4.16 6.08 $ 184 Vested or expected to vest, December 31, 2015 5,278,889 $ 4.20 5.41 $ 184 Exerciseable, December 31, 2015 4,948,032 $ 4.16 4.95 $ 184 The aggregate intrinsic value at December 31, 2015 represents the total pre-tax intrinsic value, calculated as the difference between the Companys 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. Net cash proceeds from the exercise of common stock options were $99, $184 and $458 for the years ended December 31, 2015, 2014 and 2013, respectively. No income tax benefit was realized from stock option exercises during the years ended December 31, 2015, 2014 and 2013. The Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows. The total intrinsic value of options exercised was $76, $15 and $2,038 for the years ended December 31, 2015, 2014 and 2013, respectively. The total fair value of stock options vested during the years ended December 31, 2015, 2014 and 2013 was $3,981, $3,408 and $720, respectively. As of December 31, 2015, total unrecognized compensation cost related to stock options of $3,791 is expected to be recognized over a weighted-average period of 1.92 years. As of December 31, 2015, the Company had 683,439 options remaining in the Stock Incentive Plan available for grant. (c) Employee Stock Purchase Plan In July 2014, the Companys Board of Directors adopted the 2014 Employee Stock Purchase Plan, or the ESPP, which was approved by the Companys stockholders in June 2014 at the Companys Annual Meeting of Stockholders. A total of 671,500 shares of the Companys common stock are reserved for issuance under the plan, which permits eligible employees to purchase common stock at a discount through payroll deductions. 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 Companys 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 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, 2015, the Company received employee contributions totaling $203, issued 54,211 shares of common stock in July 2015 and issued another 67,743 shares of common stock subsequent to year-end in January 2016. During the year ended December 31, 2014, the Company received employee contributions totaling $114 and issued 47,902 shares of common stock. As the ESPP is a compensatory plan, stock-based compensation expense of $39, $36 and $0 has been recorded during the years ended December 31, 2015, 2014 and 2013, respectively. 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: Years ended December 31, 2015 2014 Volatility 73 % 64 % Weighted average expected life of the options 0.5 years 0.5 years Risk-free interest rate 0.11 % 0.07 % Dividend yield 0.00 % 0.00 % (d) Warrants 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 Companys outstanding July and August 2009 debt obligations in the aggregate amount of $2,149 with associated costs of $41. 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 Companys common stock on the NASDAQ stock market on July 15, 2009. During the years ended December 31, 2015 and 2014, no Financing Warrants were exercised. 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. 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 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 was classified as a current liability as the Company determined that these warrants do not meet the criteria for classification as equity. 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 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. During 2015, none of the 2011 Warrants were exercised. During the year ended December 31, 2014 certain holders of the 2011 Warrants exercised 304,945 warrants. The Company received no cash proceeds from these exercises. The Company restated the outstanding warrants at fair value at the time of exercise before recording the exercise 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 estimated the fair value of the exercised 2011 Warrants at their respective exercise dates to be $2,616, an increase of $263 from the previous value at December 31, 2013 of $2,352. 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. During the year ended December 31, 2013 certain holders of the 2011 Warrants exercised 1,571,136 warrants. The Company received $693 in proceeds from these exercises. The Company restated the outstanding warrants at fair value at the time of exercise before recording 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 estimated the fair value of the exercised 2011 Warrants at their respective exercise dates to be $13,297, an increase of $8,620 from the previous value at December 31, 2012 of $4,014. 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 Statements of Operations and Comprehensive Loss for the year ended December 31, 2013. 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 estimated the fair value of the remaining warrants as of December 31, 2015 to be $29, a decrease of $227 from the previous value at December 31, 2014. 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, 2015. The estimated fair value of the 2011 Warrants at December 31, 2015 was determined using the Black-Scholes Merton option pricing model assuming volatility of 69%, an expected life of 0.50 years, a risk-free interest rate of 0.49%, and 0% dividend yield. In October 2015, as part of the second amendment to the Term Loan Agreement and funding of the $10,000 tranche, CRG received warrants to purchase 350,000 common shares in the Company at a price of $5.00 per share (the CRG Warrants). The CRG Warrants are exercisable any time prior to October 6, 2020. The CRG Warrants are classified as equity on the Consolidated Balance Sheet as of December 31, 2015. The CRG Warrants were valued at issuance using the Black-Scholes Merton model assuming volatility of 73%, an expected life of 5.0 years, a risk-free interest rate of 1.71%, and 0% dividend yield. No CRG Warrants were exercised during the year ended December 31, 2015. The following table provides activity for warrants issued and outstanding during the two years ended December 31, 2015: Number of Weighted average warrants exercise outstanding price Outstanding, December 31, 2013 598,612 $ 1.83 Exercised (304,945 ) 1.86 Expired - - Outstanding, December 31, 2014 293,667 1.79 Issued 350,000 5.00 Exercised - - Expired - - Outstanding, December 31, 2015 643,667 $ 3.54 (e) Exchange Right In August 2014, the Company sold membership units in OcuHub. The membership units sold generated cash proceeds of $250 in exchange for 2% ownership of OcuHub. 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 of $3,507 and $2,080 for the years ended December 31, 2015 and 2014, respectively, has been attributed to TearLab Corporation within the consolidated financial statements. |