STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Preferred Stock At December 31, 2015 and 2014, 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. Common Stock At December 31, 2015 and 2014, we had 300,000,000 shares of Common Stock, $0.001 par value authorized, and 139,380,748 shares of Common Stock issued and outstanding. Common Stock Issuances During 2015 No shares of Common Stock were issued during 2015. Common Stock Issuances During 2014 Cashless Warrant Exercise During 2014, certain individuals and entities exercised Warrants to purchase an aggregate of 3,554,750 shares of our Common Stock. In order to exercise the Warrants pursuant to the cashless provisions contained therein, they surrendered their right to receive 2,927,399 shares, resulting in an issuance of 627,351 shares of Common Stock. Warrants to Purchase Common Stock of the Company We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrants (except certain Warrants issued to HealthCor in 2011 as discussed in Note 11 Note 11 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. 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. The assumptions used in the Black-Scholes Model during the years ended December 31, 2015 and 2014 are set forth in the table below. 2015 2014 Risk-free interest rate 1.37-2.49% 2.86% Volatility 60.02-77.14% 78.88% Expected life 5-10 10 Dividend yield 0.00% 0.00% A summary of our Warrants activity and related information follows: Number of Range of Weighted Weighted Balance at December 31, 2013 34,465,822 $0.52-$1.65 $ 0.96 4.0 Granted 4,000,000 $0.40 $ 0.40 9.0 Exercised (3,554,750 ) Expired (312,500 ) Balance at December 31, 2014 34,598,572 $0.40-$1.65 $ 0.93 4.2 Granted 9,191,752 $0.33-$0.52 $ 0.46 9.3 Exercised — Expired (8,592,626 ) Balance at December 31, 2015 35,197,698 $0.33-$1.65 $ 0.82 5.6 Vested and Exercisable at December 31, 2015 35,197,698 $0.33-$1.65 $ 0.82 5.6 As of December 31, 2015 and 2014, we had no unamortized costs associated with capitalized Warrants, excluding the HealthCor Warrants and Private Placement Warrants. Warrant Activity During 2015 At December 31, 2015, the Private Placement Warrants, discussed above in this NOTE On October 1, 2015, we issued a five-year Warrant to purchase 50,000 shares of our Common Stock (with a fair value of $8,800) at an exercise price of $0.34 per share to an individual. On August 12, 2015, we issued a five-year Warrant to purchase 5,000 shares of our Common Stock (with a fair value of $855) at an exercise price of $0.33 per share to an individual. On June 26, 2015, in conjunction with the PDL Credit Agreement, we issued a warrant to purchase 4,444,445 shares of our Common Stock, subject to adjustment as described therein (the “PDL Warrant”). The PDL Warrant has an exercise price of $0.40, a fair value of $1,257,778, and expires on June 26, 2025 (see NOTE 12 On March 31, 2015, we issued HealthCor a Warrant for up to an aggregate of 1,000,000 shares of our Common Stock in consideration for certain prior waivers of the minimum cash balance requirement in the Purchase Agreement. This Warrant has an exercise price of $0.53 per share, expires on March 31, 2025 and has a fair value of $378,000 (see NOTE 11 On February 17, 2015, with the closing of the Fifth Amendment to the Note and Warrant Purchase Agreement with HealthCor and certain other investors and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $6,000,000, with a conversion price per share equal to $0.52 (subject to adjustment for standard anti-dilution provisions) and (ii) additional Warrants for an aggregate of up to 3,692,307 shares of our Common Stock at an exercise price per share equal to $0.52 (subject to adjustment for standard anti-dilution provisions) (the “Fifth Amendment Warrants”). The fair value of the convertible debt and the Fifth Amendment Warrants was determined to be $7,336,615, resulting in a relative fair value of $1,093,105 for the Fifth Amendment Warrants on the date of grant (see NOTE 11 Warrant Activity During 2014 During 2014, certain Warrant holders exercised their rights to purchase 627,351 shares of our Common Stock using the cashless provision provided by their Warrant agreements, resulting in the surrender of their rights to purchase an aggregate of 2,927,399 shares of our Common Stock. Also during this period, Warrants to purchase an aggregate of 312,500 shares of our Common Stock expired. On January 16, 2014, we entered into a Fourth Amendment to the Note and Warrant Purchase Agreement dated April 21, 20111 with HealthCor and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $5,000,000, with a conversion price per share equal to $0.40 (subject to adjustment for standard anti-dilution provisions) and (ii) additional Warrants to purchase an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price per share equal to $0.40 (subject to adjustment for standard anti-dilution provisions). The fair value of the convertible debt was determined to be $5,000,000. Using the Black-Sholes Model, this resulted in a relative fair value of $1,146,732 for the Warrants on the date of grant. See NOTE 11 At December 31, 2014, the Private Placement Warrants, discussed above in this NOTE For year ended December 31, 2014, we also amortized $284,692 of previously capitalized Warrant costs as interest expense in the accompanying consolidated financial statements. Stock Options 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, 2015, 2007 Plan Options to purchase 8,000,000 shares of our Common Stock have been issued with 318,684 remaining outstanding. Effective 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, 2015, 2009 Plan Options to purchase 10,000,000 shares of our Common Stock have been issued with 6,774,927 remaining outstanding. On February 25, 2015, we established the CareView Communications, Inc. 2015 Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2015 Plan Option(s)”). The 2015 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2015 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2015, 2015 Plan Options to purchase 2,337,056 shares of our Common Stock have been issued with 2,257,056 remaining outstanding. The valuation methodology used to determine the fair value of the 2007 Plan Options, 2009 Plan Options and 2015 Plan Options, collectively, (the “Option(s)”) 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. The assumptions used in the Black-Scholes Model during the years ended December 31, 2015 and 2014 are set forth in the table below. 2015 2014 Risk-free interest rate 1.41-1.74% 1.59-1.83% Volatility 61.00-71.86% 72.82-75.42% Expected life 6 6 Dividend yield 0.00% 0.00% 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. 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. A summary of our Option activity and related information follows: Number of Weighted Average Weighted Aggregate Balance at December 31, 2013 12,747,476 $ 0.59 6.9 $ — Granted 1,688,000 $ 0.42 Exercised — Expired (44,999 ) Forfeited (116,667 ) Balance at December 31, 2014 14,273,810 $ 0.54 6.3 $ — Granted 2,393,500 $ 0.47 Exercised — Expired (6,795,471 ) Forfeited (521,172 ) Balance at December 31, 2015 9,350,667 $ 0.58 7.6 $ 15,705 Vested and Exercisable at December 31, 2015 4,817,823 $ 0.66 6.7 $ — The weighted-average grant date fair value of Options granted during the years ended December 31, 2015 and 2014 was $0.29 and $0.35 per share, respectively. Share-based compensation expense for Options charged to our operating results for the years ended December 31, 2015 and 2014 ($774, 322 and $714,123, respectively) is based on awards vested. The estimate of 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. At December 31, 2015, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $1,039,000, which is expected to be recognized over a weighted-average period of 1.6 years. No tax benefit was realized due to a continued pattern of operating losses. Option Activity During 2015 · In February 2015, we granted 2009 Plan Options to purchase 56,444 shares with an exercise price of $0.53 per share to an employee · In February 2015, we granted 2015 Plan Options to a director (150,000), an executive officer (1,000,000) and certain employees (558,556) to purchase shares with an exercise price of $0.53 per share, · In March 2015, we granted 2015 Plan Options to purchase 50,000 shares with an exercise price of $0.50 per share to a director, · In August 2015, we granted 2015 Plan Options to purchase 5,000 shares with an exercise price of $0.38 per share to an employee, · In November 2015, we granted 2015 Plan Options to purchase 50,000 shares with an exercise price of $0.31 per share to an employee, and · In December 2015, we granted 2015 Plan Options to purchase 523,500 shares with an exercise price of $0.26 per share to certain employees. Option Activity During 2014 · In January 2014, we granted 2009 Plan Options to two directors (500,000) and (150,000) to purchase shares with an exercise price of $0.40 per share, · In April 2014, we granted 2009 Plan Options to two directors (500,000) and (150,000) to purchase shares with an exercise price of $0.68 per share, · In July 2014, we granted 2009 Plan Options to purchase 20,000 shares with an exercise price of $0.68 per share to employees, · In August 2014, we granted 2009 Plan Options to purchase 20,000 shares with an exercise price of $0.56 per share to an employee, and · In December 2014, we granted 2009 Plan Options to purchase 348,000 shares with an exercise price of $0.480 per share to employees. |