STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2013 |
Stockholders' Equity (Deficit): | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 4 – STOCKHOLDERS’ EQUITY |
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Preferred Stock |
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At December 31, 2013 and 2012, we had 20,000,000 shares of Preferred Stock, par value $0.001 authorized and none outstanding, which can be designated by our Board of Directors. |
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Common Stock |
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At December 31, 2013 and 2012, we had 300,000,000 shares of Common Stock, $0.001 par value authorized, with 138,753,397 and 132,526,042 shares of Common Stock issued and outstanding, respectively. |
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Common Stock Issuances During 2013 |
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Private Placement |
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On March 27, 2013, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with multiple investors relating to the issuance and sale of our Common Stock in a private offering. On April 1, 2013, the closing date of the Purchase Agreement, we sold (i) an aggregate of 6,220,000 shares of our Common Stock for $0.495 per share and (ii) Common Stock Purchase Warrants for the purchase of an aggregate of 2,500,000 shares for $0.01 per share (the “Private Placement Warrants”) for aggregate gross proceeds of approximately $3.1 million. The five-year Private Placement Warrants vested immediately upon issuance, have an exercise price of $0.60 per share and contain provisions for a cashless exercise. |
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Pursuant to terms in the Purchase Agreement, the 6,220,000 shares of Common Stock purchased and the 2,500,000 shares available for purchase under the Private Placement Warrants, were registered pursuant to a Form S-1 Registration Statement under the Securities Act of 1933 as filed with the Securities Exchange Commission (“SEC”) on May 4, 2013 (“Form S-1”). On May 9, 2013, the Form S-1 was deemed effective by the SEC. |
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As discussed below, the Private Placement Warrants are classified as liabilities and recorded at their fair value ($672,909) at the date of issuance. The total proceeds received from the Private Placement were allocated between the Common Stock issued and the Private Placement Warrants based on the residual method. Accordingly, $672,909 was allocated to warrant liability and $2,728,129 was allocated to common stock and additional paid in capital on the accompanying consolidated financial statements. |
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Cashless Warrant Exercise |
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In August 2013, an individual exercised a Warrant to purchase an aggregate of 179,638 shares of our Common Stock. In order to exercise the Warrant pursuant to the cashless provisions contained therein, the individual surrendered his right to receive 172,283 shares, resulting in an issuance of 7,355 shares of Common Stock. |
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Common Stock Issuances During 2012 |
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In January 2012, unaffiliated entities exercised Warrants to purchase an aggregate of 39,683 shares of our Common Stock at an aggregate exercise price of $20,635. |
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In January and February 2012, unaffiliated entities exercised Warrants to purchase an aggregate of 850,000 shares of our Common Stock. In order to exercise the Warrants pursuant to the cashless provision contained therein, the entities surrendered their right to receive 258,714 shares, resulting in an issuance of 591,286 shares of Common Stock. |
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In September 2012, a member of our Board of Directors at the time, exercised a Warrant to purchase an aggregate of 439,666 shares of our Common Stock at an aggregate exercise price of $241,816. |
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Warrants to Purchase Common Stock of the Company |
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We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of warrants to purchase shares of our Common Stock (“Warrant(s)”) (except Warrants issued to HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (the “HealthCor Warrants”) and the Private Placement Warrants). The Black-Scholes Model is an acceptable model in accordance with the GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant. The fair value of the HealthCor Warrants and the Private Placement Warrants were computed using the Binomial Lattice model, incorporating transaction details such as the price of our Common Stock, contractual terms, maturity and risk free rates, as well as assumptions about future financings, volatility, and holder behavior. Due to the down round provisions associated with the exercise price of the HealthCor Warrants and the Private Placement Warrants, we determined that the Binomial Lattice model was the most appropriate model for valuing these instruments. |
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The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. |
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Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available). Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards. Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009. |
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The assumptions used in the Black-Scholes Model during the years ended December 31, 2013 and 2012 are set forth in the table below. |
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| | 2013 | | | 2012 | | | | | | | | | |
Risk-free interest rate | | | NA | | | | 0.19%-1.03 | % | | | | | | | | |
Volatility | | | NA | | | | 41.63-97.77 | % | | | | | | | | |
Expected life | | | NA | | | | 5-Jan | | | | | | | | | |
Dividend yield | | | NA | | | | 0 | % | | | | | | | | |
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A summary of our Warrants activity and related information follows: |
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| | Number of Shares Under Warrant | | | Range of Warrant Price Per Share | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life | |
Balance at December 31, 2011 | | | 34,846,421 | | | $ | 0.52-$1.25 | | | $ | 0.95 | | | | 5.7 | |
Granted | | | 569,638 | | | $ | 0.77-$1.65 | | | $ | 1.2 | | | | 3.7 | |
Exercised | | | (1,329,349 | ) | | $ | 0.52-$0.55 | | | $ | 0.53 | | | | — | |
Expired | | | — | | | | | | | | | | | | | |
Cancelled | | | (10,000 | ) | | $ | 0.55 | | | $ | 0.55 | | | | — | |
Balance at December 31, 2012 | | | 34,076,710 | | | $ | 0.52-$1.65 | | | $ | 0.97 | | | | 4.7 | |
Granted | | | 2,500,000 | | | $ | 0.6 | | | $ | 0.6 | | | | 4.3 | |
Exercised | | | (179,638 | ) | | $ | 0.52 | | | $ | 0.52 | | | | — | |
Expired | | | (1,931,250 | ) | | $ | 0.52 | | | $ | 0.52 | | | | — | |
Cancelled | | | — | | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 34,465,822 | | | $ | 0.52-$1.65 | | | $ | 0.96 | | | | 4 | |
Vested and Exercisable at December 31, 2013 | | | 34,465,822 | | | $ | 0.52-$1.65 | | | $ | 0.96 | | | | 4 | |
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As of December 31, 2013, unamortized costs associated with capitalized Warrants, excluding the HealthCor Warrants and Private Placement Warrants, totaled approximately $285,000. |
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Warrant Activity During 2013 |
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As discussed hereinabove, during the year ended December 31, 2013, we issued Private Placement Warrants for the purchase of 2,500,000 shares of our Common Stock. The Private Placement Warrants contain provisions that protect the holders from a decline in the issue price of our Common Stock or “down round” provisions. In accordance with GAAP, our management concluded these instruments are to be accounted for as liabilities instead of equity due to the down round protection feature available on the exercise price of the Warrants. We recognized these Warrants as liabilities at their fair value and will re-measure them at fair value on each reporting date with the change reported as non-cash costs in general and administration expense. GAAP provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair values for Warrants are determined using the Binomial Lattice Model valuation technique. The Binomial Lattice Model valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to maturity. Accordingly, within the contractual term, we provided multiple date intervals over which multiple volatilities and risk free interest rates were used. These intervals allow the Binomial Lattice Model valuation to project outcomes along specific paths which consider volatilities and risk free rates that would be more likely in an early exercise scenario. As of April 1, 2013, the date of issuance of the Private Placement Warrants, we recorded the Warrant Liability of $672,909 in the consolidated financial statements. At December 31, 2013, the Private Placement Warrants were re-valued with a fair value of $370,865 and the difference of $302,044 is included in general and administration expenses in the accompanying consolidated financial statements. We also amortized certain previously capitalized Warrant costs in the accompanying consolidated financial statements as follows: (i) 76,535 as non-cash costs included in general and administration expense and (ii) $569,387 as interest expense. |
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On January 15, 2013, we entered into a Second Amendment to the Revolving Line (“Second Amendment”) in which Comerica Bank and Bridge Bank (the “Banks”) agreed to amend the defining term for “Eligible Accounts” and add the defining term for “Verification of Accounts” (see NOTE 12 for further details). In conjunction with the Second Amendment, the Warrants issued to the Banks were amended to reduce the exercise price from $1.40 to $1.10 per share (subject to adjustment for capital events) and to extend the expiration date from August 8, 2018 to January 15, 2020. All other provisions of the Agreement and the Warrants remained unchanged. This amendment was considered a modification and the additional costs were capitalized. The Warrants were revalued in January 2013 resulting in increases in fair value of $64,286, and are amortized (over the remaining life of the Revolver Line) to interest expense in the accompanying condensed consolidated financial statements using the effective interest method. |
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During the year ended December 31, 2013, we recorded a $23,764 charge to general and administration expense in the accompanying consolidated financial statements, related to a 12-month advisory services agreement (the “AS Agreement”) entered into on May 7, 2012, wherein consideration was paid through the issuance of a five-year Warrant to purchase 240,000 shares of our Common Stock (see NOTE 15 for further details). The underlying shares vested at the rate of 20,000 shares on the monthly anniversary date of the AS Agreement. The AS Agreement terminated on May 7, 2013. At grant date the Warrant had a fair value of $265,200 at an exercise price of $1.65 per share. Because the Warrant was issued to a non-employee and contained specific vesting requirements, the fair value of the Warrant is re-valued at each reporting period and any change in the fair value of the unvested portion of the Warrant is recorded as a charge or credit to income. Upon full vesting in May 2013, the fair value of these Warrants totaled $124,720. |
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In June 2013, Rockwell Holdings I, LLC extended the due dates on certain indebtedness of the Company. In conjunction with these extensions, we agreed to extend the expiration date of accompanying Warrants to Rockwell from November 16, 2014 to November 16, 2015 (see NOTE 13 for further details). All other provisions of the Warrants remained unchanged. The Warrants were amended and revalued in August 2013 resulting in a $25,327 increase in fair value, which has been included in general and administration expense in the accompanying consolidated financial statements. |
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Warrant Activity During 2012 |
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During the year ended December 31, 2012, the Company issued the following: |
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| | Number of Shares Under Warrant | | | Exercise Price | | | Exercise Term in Years | | | Fair Value | | |
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Services (see Note 15) | | | 340,000 | | | $ | 0.77-$1.65 | | | 5 | | | $ | 345,600 | | |
Services (see below) | | | 229,638 | | | $ | 0.52-$1.52 | | | 5-Jan | | | | 139,456 | | |
| | | 569,638 | | | | | | | | | | $ | 485,056 | | |
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During the year ended December 31, 2012, we issued Warrants to certain unrelated parties for services, recording them in the accompanying consolidated financial statements as follow: |
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| · | In April 2012, we granted an entity a five-year Warrant to purchase 50,000 shares of our Common Stock (with a fair value of $48,200) at an exercise price of $1.52 per share; all of which was charged to expense and recorded as non-cash cost in general and administration. | | | | | | | | | | | | | | |
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| · | In November 2012, an employee terminated by us in March 2012, (the “Former Employee”) and the Company entered into a Release Agreement (the Former Employee was listed as an inventor on numerous patent applications for inventions he helped develop while an employee as of the date of termination) pursuant to which we issued the Former Employee a one (1) year Warrant containing a cashless exercise provision for the purchase of 179,638 shares at a purchase price of $0.52 in exchange for the Former Employee’s release of all claims and the assignment of the patent applications to the Company. The Warrant vested immediately upon issuance with a fair value of $91,256, all of which was charged to expense and recorded as non-cash cost in general and administration. | | | | | | | | | | | | | | |
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We also amortized certain previously capitalized Warrant costs in the accompanying consolidated financial statements as follows: (i) $55,334 as distribution/service costs in network operations, (ii) $447,388 as non-cash costs in general and administration, and (iii) $526,530 as interest expense. |
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Stock Options |
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Effective December 3, 2007, we established the CareView Communications, Inc. 2007 Stock Incentive Plan (“2007 Plan”) pursuant to which 8,000,000 shares of Common Stock were reserved for issuance upon the exercise of options (“2007 Plan Option(s)”). The 2007 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2007 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. At December 31, 2013, 2007 Plan Options to purchase 8,000,000 shares of our Common Stock have been issued with 5,300,920 remaining outstanding. |
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On September 30, 2009, we established the CareView Communications, Inc. 2009 Stock Incentive Plan (the “2009 Plan”) pursuant to which 10,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2009 Plan Option(s)”). The 2009 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2009 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2013, 2009 Plan Options to purchase 9,255,556 shares of our Common Stock have been issued with 8,446,556 remaining outstanding. |
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The valuation methodology used to determine the fair value of the options issued during the year was the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected term of the options. |
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The assumptions used in the Black-Scholes Model during the years ended December 31, 2013 and 2012 are set forth in the table below. |
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| | 2013 | | | 2012 | | | | | | | | | |
Risk-free interest rate | | | 0.61-0.67 | % | | | 0.34 | % | | | | | | | | |
Volatility | | | 101.81%-102.81 | % | | | 101.9 | % | | | | | | | | |
Expected life | | | 3 | | | | 3 | | | | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | | | | |
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The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected term of the stock option and is calculated by using the average daily historical stock prices through the day preceding the grant date. |
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Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available. Our calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected life of the awards. Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009. |
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A summary of our stock option activity under the 2007 and 2009 Plans and related information follows: |
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| | Number of Shares Under Option | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life | | | Aggregate Intrinsic Value | |
Balance at December 31, 2011 | | | 8,750,115 | | | $ | 0.66 | | | | 7.2 | | | $ | 8,047,942 | |
Granted | | | 760,000 | | | $ | 0.79 | | | | | | | | | |
Exercised | | | — | | | | | | | | | | | | | |
Expired | | | (215,470 | ) | | $ | 0.62 | | | | | | | | | |
Cancelled | | | (200,668 | ) | | $ | 1.4 | | | | | | | | | |
Balance at December 31, 2012 | | | 9,093,977 | | | $ | 0.66 | | | | 6.6 | | | $ | 2,376,961 | |
Granted | | | 4,061,000 | | | $ | 0.51 | | | | | | | | | |
Exercised | | | — | | | | | | | | | | | | | |
Expired | | | (86,665 | ) | | $ | 1.38 | | | | | | | | | |
Cancelled | | | (320,836 | ) | | $ | 1.09 | | | | | | | | | |
Balance at December 31, 2013 | | | 12,747,476 | | | $ | 0.59 | | | | 6.9 | | | $ | — | |
Vested and Exercisable at December 31, 2013 | | | 8,128,972 | | | $ | 0.6 | | | | 5.1 | | | $ | — | |
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The weighted-average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was $0.31 and $0.49, respectively. |
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Share-based compensation expense for stock options charged to our operating results for the years ended December 31, 2013 and 2012 ($390,443 and $812,045, respectively) is based on awards vested Forfeitures are to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period. |
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At December 31, 2013, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was approximately $1,782,000, which is expected to be recognized over a weighted-average period of 2.6 years. No tax benefit was realized due to a continued pattern of operating losses. |
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Options Issued During 2013 |
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| · | In September 2013, we granted 2009 Plan Options to purchase 25,000 shares with an exercise price of $0.50 per share to employees, | | | | | | | | | | | | | | |
| · | In November 2013, we granted 2009 Plan Options to purchase 3,641,000 shares with an exercise price of $0.51 per share to employees, and | | | | | | | | | | | | | | |
| · | In December 2013, we granted 2009 Plan Options to purchase 395,000 shares with an exercise price of $0.50 per share to employees. | | | | | | | | | | | | | | |
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Options Issued During 2012 |
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In December 2012, we granted 2009 Plan Options to purchase 760,000 shares with an exercise price of $0.79 per share to employees. |
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