Stockholders' Equity (Deficit) and Stock-Based Compensation | NOTE 11. STOCKHOLDERS EQUITY (DEFICIT) AND STOCK-BASED COMPENSATION Common Stock On September 10, 2014, the Company decreased the number of authorized shares of its capital stock to 95,000,000. At December 31, 2015 and 2014, the Company had 90,000,000 shares of common stock, $0.001 par value, authorized. Issuances During the Year Ended December 31, 2014 In April 2014, the Company issued 6,868 shares of restricted common stock, valued at $50, in connection with the resolution of a contract dispute. In October 2014, the Company issued 4,000 shares of restricted common stock to a consultant, valued at $29 in consideration for consulting services provided. The fair value of the shares of common stock issued was recorded as stock-based compensation during the year ended December 31, 2014. During the year ended December 31, 2014, the Company issued a total of 227,216 shares of common stock as a result of stock option exercises. Of these, the Company received net cash proceeds of $584 for the issuance of 160,777 shares of common stock upon the exercise of stock options to purchase the same number of shares of common stock with exercise prices ranging from $3.68 to $4.00 per share and the Company received no cash proceeds for the issuance of 66,439 shares of common stock upon the exercise pursuant to cashless exercise provisions of stock options to purchase 146,652 shares of common stock with exercise prices ranging from $3.60 to $6.00 per share. During the year ended December 31, 2014, the Company issued 1,954 shares of common stock to employees related to the vesting of RSUs. In connection with these common stock issuances, the Company withheld 1,518 shares of common stock for payroll tax withholdings totaling $13. During the year ended December 31, 2014, the Company issued a total of 47,829 shares of common stock as a result of warrant exercises. Of these, the Company received gross cash proceeds of $38 for the issuance of 6,391 shares of common stock upon the exercise of warrants to purchase the same number of shares of common stock with an exercise price of $5.925 and the Company received no cash proceeds for the issuance of 41,438 shares of common stock upon the exercise pursuant to cashless exercise provisions of warrants to purchase 123,715 shares of common stock with an exercise price of $5.25 per share. During the year ended December 31, 2014, 27,218 shares of the Companys common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the respective director resigns. Issuances During the Year Ended December 31, 2015 During the year ended December 31, 2015, the Company issued a total of 130,457 shares of common stock as a result of option exercises. The Company received no cash proceeds for the issuance of the shares of common stock upon the exercise pursuant to cashless exercise provisions of stock options to purchase 255,600 shares of common stock with exercise prices ranging from $3.20 to $4.51 per share. During the year ended December 31, 2015, the Company issued 1,611 shares of common stock to employees related to the vesting of RSUs, net of 1,241 shares of common stock withheld for payroll tax withholdings totaling $10. Additionally, in January 2015, the Company issued 8,521 shares of its common stock in connection with RSUs that had been awarded to a non-employee director and had vested, but were not issued and settled until the resignation of the director on January 1, 2015. During the year ended December 31, 2015, the Company issued a total of 220,912 shares of common stock as a result of warrant exercises. Of these, the Company received cash proceeds of $1,248 for the issuance of 209,980 shares of common stock upon the exercise on a cash basis of warrants to purchase the same number of shares of common stock with an exercise price of $5.925, and the Company received no cash proceeds for the issuance of 10,932 shares of common stock upon the exercise pursuant to cashless exercise provisions of warrants to purchase 30,457 shares of common stock with an exercise price of $5.25 per share. In November 2015, the Company entered into a Controlled Equity Offering SM In January 2015, the Company issued 63,525 shares of restricted common stock, valued at $425, in connection with the Park Acquisition (see Note 3). During the year ended December 31, 2015, 28,606 shares of the Companys common stock underlying RSUs issued to directors vested, but the issuance and delivery of these shares are deferred until the director resigns. Preferred Stock At December 31, 2015 and 2014, the Company had 5,000,000 shares of preferred stock, $0.001 par value, authorized and no shares of preferred stock issued and outstanding. Stock Option Plan On September 17, 2007, the Companys Board of Directors and stockholders adopted the Companys 2007 Incentive Stock and Awards Plan, which was subsequently amended on November 5, 2008, February 26, 2012, July 18, 2012, May 2, 2013 and September 27, 2013 (as amended, the Plan). As of December 31, 2015, the Plan provides for the issuance of a maximum of 5,000,000 shares of the Companys common stock. The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in the Companys development and financial success. Under the Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified stock options, RSUs and restricted stock. The Plan is administered by the Compensation Committee of the Companys Board of Directors. The Company had 1,353,379 shares available for future issuances under the Plan at December 31, 2015. Stock Options A summary of the stock option activity under the Plan for the year ended December 31, 2015 is as follows: Number of shares Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life Aggregate Intrinsic Value Options outstanding - January 1, 2015 1,029,240 $ 5.74 Options granted 825,946 $ 7.80 Options exercised (255,600 ) $ 3.86 Options cancelled/forfeit (55,560 ) $ 9.21 Options outstanding - December 31, 2015 1,544,026 $ 7.03 5.81 $ 1,216 Options exercisable 653,558 $ 6.22 5.71 $ 1,073 Options vested and expected to vest 1,454,979 $ 6.99 5.81 $ 1,202 The aggregate intrinsic value in the table above represents the total pre-tax amount of the proceeds, net of exercise price, which would have been received by option holders if all option holders had exercised and immediately sold all options with an exercise price lower than the market price on December 31, 2015, based on the closing price of the Companys common stock of $6.93 on that date. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2015 was approximately $1,023. During 2015 and 2014, the Company granted stock options to certain employees, directors and consultants. The stock options were granted with an exercise price equal to the current market price of the Companys common stock, as reported by the securities exchange on which the common stock was then listed, at the grant date and have contractual terms ranging from three to 10 years. Vesting terms for options granted in 2015 and 2014 to employees, directors and consultants typically included one of the following vesting schedules: 25% of the shares subject to the option vest and become exercisable on the first anniversary of the grant date and the remaining 75% of the shares subject to the option vest and become exercisable quarterly in equal installments thereafter over three years; quarterly vesting over three years; or 100% vesting associated with the provision or completion of services provided under contracts with consultants. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plan) and in the event of certain modifications to the option award agreement. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The expected volatility is based on the historical volatilities of the common stock of the Company and comparable publicly traded companies based on the Companys belief that it currently has limited relevant historical data regarding the volatility of its stock price on which to base a meaningful estimate of expected volatility. The expected term of options granted was determined in accordance with the simplified approach, as the Company has limited, relevant, historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. For option grants to employees and directors, the Company assigns a forfeiture factor of 10%. These factors could change in the future, which would affect the determination of stock-based compensation expense in future periods. Utilizing these assumptions, the fair value is determined at the date of grant. On July 31, 2015, the Company granted to its Chief Executive Officer, Mark Baum, an option (the Baum Performance Option) to purchase 600,000 shares of the Companys common stock at an exercise price of $7.87 per share under the Plan subject to the satisfaction of certain market-based vesting criteria. The market-based vesting criteria are separated into five tranches and require that the Company achieve and maintain certain average stock price targets ranging from $9 per share to $15 per share during the five year period following the grant date. These market-based vesting conditions are as follows: Tranche Number of Shares Target Share Price Tranche 1 200,000 shares $9.00 or greater Tranche 2 100,000 shares $10.00 or greater Tranche 3 100,000 shares $12.00 or greater Tranche 4 100,000 shares $14.00 or greater Tranche 5 100,000 shares $15.00 or greater The Baum Performance Option terminates on the fifth anniversary of the grant date. The fair value of the Baum Performance Option was $2,784 using a Monte Carlo Simulation with a five-year life, 80% volatility and a risk free interest rate of 1.54 %. The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees and directors: 2015 2014 Weighted-average fair value of options granted $ 6.22 $ 5.22 Expected terms (in years) 5.81 - 6.11 5.81 - 6.91 Expected volatility 101 - 121% 96 - 102% Risk-free interest rate 1.39 - 1.68% 1.37 - 1.65% Dividend yield - - The table below illustrates the fair value per share determined using the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to consultants: 2015 2014 Weighted-average fair value of options granted $ 6.49 $ 6.15 Expected terms (in years) 10 2.5 - 10 Expected volatility 108 - 109% 78 - 97% Risk-free interest rate 1.06- 1.63% 0.10 - 1.68% Dividend yield - - The following table summarizes information about stock options outstanding and exercisable at December 31, 2015: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Average Number Contractual Exercise Number Exercise Range of Exercise Prices Outstanding Life in Years Price Exercisable Price $2.40 125,000 6.07 $ 2.40 125,000 $ 2.40 $3.68 - $4.50 207,123 4.06 $ 4.27 165,252 $ 4.31 $5.49 - $7.99 958,316 6.02 $ 7.55 159,222 $ 6.66 $8.06 - $8.99 248,557 6.32 $ 8.90 199,054 $ 8.93 $42.80 5,030 4.62 $ 42.80 5,030 $ 42.80 1,544,026 5.81 $ 7.03 653,558 $ 6.22 As of December 31, 2015, there was approximately $3,649 of total unrecognized compensation expense related to unvested stock options granted under the Plan. That expense is expected to be recognized over the weighted-average remaining vesting period of 3.8 years. The stock-based compensation for all stock options was $1,747 and $1,138 during the years ended December 31, 2015 and 2014, respectively. Restricted Stock Units RSU awards are granted subject to certain vesting requirements and other restrictions, including performance and market based vesting criteria. The grant-date fair value of the RSUs, which has been determined based upon the market value of the Companys common stock on the grant date, is expensed over the vesting period of the RSUs. Unvested portions of RSUs issued to consultants are remeasured on an interim basis until vesting criteria is met. Grants During the Year Ended December 31, 2014 During the year ended December 31, 2014, the Company granted an aggregate of 26,492 RSUs to its non-employee directors valued at $200. These RSUs vest in equal quarterly installments over a one year period subject to the directors continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns. Grants During the Year Ended December 31, 2015 During February 2015, the Company granted 30,000 RSUs to its Chief Financial Officer, Andrew R. Boll and 30,000 RSUs to its Chief Commercial Officer, John P. Saharek, valued at $442 in the aggregate. The RSUs were granted pursuant to the Plan and will vest on the third anniversary of the RSU grant date, subject to the applicable employees continued employment with the Company on such date and accelerated vesting of all unvested shares thereunder upon the occurrence of a change in control (as defined in the Plan). During February 2015, the Company granted 157,500 RSUs to Mr. Boll, which are subject to the satisfaction of certain market-based and continued service conditions (the Boll Performance Equity Award). The market-based vesting criteria are separated into five tranches and require that the Company achieve and maintain certain stock price targets ranging from $10 per share to $30 per share during the three-year period following the grant date. With certain limited exceptions, Mr. Boll must be employed with the Company on the third anniversary of the grant date in order for the Boll Performance Equity Award to vest. The market-based vesting conditions applicable to the Boll Performance Equity Award are as follows: Tranche Number of Shares Target Share Price Tranche 1 30,000 shares $10.00 or greater Tranche 2 30,000 shares $15.00 or greater Tranche 3 30,000 shares $20.00 or greater Tranche 4 30,000 shares $25.00 or greater Tranche 5 37,500 shares $30.00 or greater The initial fair value of the Boll Performance Equity Award was $228 using a Monte Carlo Simulation with a three-year life, 60% volatility and a risk free interest rate of 0.77%. During the year ended December 31, 2015, the Company granted an aggregate of 34,166 RSUs to its non-employee directors valued at $270. These RSUs vest in equal quarterly installments over a one year period subject to the directors continued service at the vesting date, but the issuance and delivery of these shares are deferred until the director resigns. A summary of the Companys RSU activity and related information for the year ended December 31, 2015 is as follows: Number of RSUs Weighted Average Grant Date Fair Value RSUs unvested - January 1, 2015 1,276,815 $ 3.20 RSUs granted 251,666 $ 3.74 RSUs vested (31,458 ) $ 7.40 RSUs cancelled/forfeit (9,062 ) $ 5.98 RSUs unvested at December 31, 2015 1,487,961 $ 3.18 As of December 31, 2015, the total unrecognized compensation expense related to unvested RSUs was approximately $1,153 which is expected to be recognized over a weighted-average period of 0.60 years, based on estimated vesting schedules. The stock-based compensation for RSUs was $1,671 and $1,332 during the years ended December 31, 2015 and 2014, respectively. Warrants From time to time, the Company issues warrants to purchase shares of the Companys common stock to investors, lenders (see Notes 10 and 16), underwriters and other non-employees for services rendered or to be rendered in the future. In April 2015, warrants to purchase 334,819 shares of the Companys common stock with an exercise price of $5.925 were cancelled following the expiration of their contractual term. A summary of warrant activity during the year ended December 31, 2015 is as follows: Number of Shares Subject to Warrants Outstanding Weighted Avg. Exercise Price Warrants outstanding - January 1, 2015 690,944 $ 6.05 Granted 125,000 $ 7.85 Exercised (240,437 ) $ 5.45 Expired (334,819 ) $ 5.93 Warrants outstanding and exercisable - December 31, 2015 240,688 $ 7.41 Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2015 5.99 The fair value of each warrant is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The intrinsic value of warrants exercised during the year ended December 31, 2015 was approximately $528. All warrants outstanding as of December 31, 2015 are included in the following table: Warrants Outstanding Warrants Exercisable Warrants Exercise Warrants Expiration Warrant Series Issue Date Outstanding Price Exercisable Date Lender warrants (see Notes 10 and 16) 5/11/2015 125,000 $ 7.85 125,000 5/11/2025 Underwriter warrants 2/7/2013 55,688 $ 5.25 55,688 2/7/2018 Warrants issued to investor relations consultant 7/19/2013 60,000 $ 8.50 60,000 7/19/2018 240,688 $ 7.41 240,688 The stock-based compensation for warrants issued was $0 and $27 during the years ended December 31, 2015 and 2014, respectively. The Company recorded stock-based compensation (including issuance of common stock for services and accrual for stock-based compensation) related to equity instruments granted to employees, directors and consultants as follows: For the For the Year Ended Year Ended December 31, 2015 December 31, 2014 Employees - selling and marketing $ 370 $ 79 Employees - general and administrative 2,720 2,095 Directors - general and administrative 268 146 Consultants - selling and marketing 83 89 Consultants - general and administrative - 147 Consultants - research and development - 9 Total $ 3,441 $ 2,565 |