Stockholders' Equity | Note 5. Stockholders’ Equity Stock Options In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of September 30, 2019, there were 417,246 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan. The majority of awards issued under the Plan vest immediately or over three years, with a one year cliff vesting period, and have a term of ten years. Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The following table summarizes vested and unvested stock option activity: All Options Vested Options Unvested Options Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding at June 30, 2019 3,287,335 $ 1.38 2,827,251 $ 1.27 460,084 $ 2.09 Granted 50,000 2.49 — — 50,000 2.49 Options vesting — — 99,083 1.90 (99,083) 1.90 Exercised (40,000) 1.02 (40,000) 1.02 — — Forfeited/Cancelled — — — — — — Outstanding at September 30, 2019 3,297,335 $ 1.41 2,886,334 $ 1.30 411,001 $ 2.18 The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the three months ended September 30, 2019 and 2018. The weighted average remaining contractual life of all options outstanding as of September 30, 2019 was 5.98 years. The remaining contractual life for options vested and exercisable at September 30, 2019 was 5.54 years. Furthermore, the aggregate intrinsic value of options outstanding as of September 30, 2019 was $3,447,191, and the aggregate intrinsic value of options vested and exercisable at September 30, 2019 was $3,333,292, in each case based on the fair value of the Company’s common stock on September 30, 2019. During the three months ended September 30, 2019, the Company granted 50,000 options to employees with a fair value of $65,500. The total fair value of options that vested during the three months ended September 30, 2019 was $58,198 and is included in selling, general and administrative expenses in the accompanying statement of operations. As of September 30, 2019, the amount of unvested compensation related to stock options was $433,203 which will be recorded as an expense in future periods as the options vest. During the three months ended September 30, 2019, the Company issued 24,307 shares of common stock upon the exercise of 40,000 options on a cashless basis. The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the three months ended September 30, 2019 and 2018. Three Months Ended September 30, 2019 2018 Expected dividend yield 0 % 0 % Risk-free interest rate 1.61 % 2.82 % Expected life (in years) 6 6 Expected volatility 64 % 68 % Additional information regarding stock options outstanding and exercisable as of September 30, 2019 is as follows: Option Remaining Exercise Options Contractual Options Price Outstanding Life (in years) Exercisable $ 0.59 8,150 8,150 0.60 5,000 5,000 0.65 6,150 6,150 0.70 225,000 225,000 0.77 59,500 59,500 0.80 16,000 16,000 0.90 25,667 25,667 0.97 6,000 6,000 1.00 28,249 28,249 1.02 187,000 187,000 1.05 422,529 422,529 1.07 53,898 53,898 1.09 151,165 151,165 1.10 105,000 105,000 1.14 3,674 3,674 1.15 209,400 209,400 1.20 352,414 345,080 1.25 32,000 32,000 1.30 243,000 243,000 1.50 195,000 195,000 1.59 35,000 17,500 1.75 1,067 1,067 1.80 134,050 134,050 1.85 24,000 24,000 1.95 295,000 130,833 1.97 1,422 1,422 2.40 402,000 250,000 2.49 50,000 — 2.50 20,000 — Total 3,297,335 2,886,334 Warrants The following table summarizes warrant activity: Weighted Average Number of Exercise Warrants Price Outstanding, June 30, 2019 1,885,000 $ 1.25 Granted — — Exercised — — Expired/Cancelled — — Outstanding, September 30, 2019 1,885,000 $ 1.25 Exercisable, June 30, 2019 1,885,000 $ 1.25 Exercisable, September 30, 2019 1,885,000 $ 1.25 The intrinsic value for all warrants outstanding as of September 30, 2019 was $2,265,500, based on the fair value of the Company’s common stock on September 30, 2019. Additional information regarding warrants outstanding and exercisable as of September 30, 2019 is as follows: Remaining Warrant Warrants Contractual Warrants Exercise Price Outstanding Life (in years) Exercisable $ 1.19 50,000 50,000 1.25 1,835,000 1,835,000 Total 1,885,000 1,885,000 Restricted Common Stock Prior to July 1, 2019, the Company issued 2,166,549 shares of restricted common stock to employees valued at $2,386,443, of which 1,640,690 shares have vested, 214,324 shares with fair value of $188,203 have been forfeited, and $1,785,857 has been recognized as an expense. The balance of the non-vested restricted common stock was 311,535 at June 30, 2019. During the three months ended September 30, 2019, the Company issued an additional 70,000 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $192,500 based on the market price of our common stock price of $2.75 per share on the date of grant, which will be amortized over the three-year vesting period. The total fair value of restricted common stock vesting during the nine months ended September 30, 2019 was $84,473 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of September 30, 2019, the amount of unvested compensation related to issuances of restricted common stock was $520,410, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date. The following table summarizes restricted common stock activity: Weighted Average Number of Grant Date Shares Fair Value Fair Value Non-vested, June 30, 2019 311,535 $ 412,383 $ 1.66 Granted 70,000 192,500 2.75 Vested (89,252) (84,473) 1.64 Forfeited — — — Non-vested, September 30, 2019 292,283 $ 520,410 $ 1.93 Common Stock Repurchase and Retirement Effective as of November 13, 2018, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2019 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $300,000 of outstanding common stock (at prices no greater than $3.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The actual number of shares repurchased will be determined by applicable employees in their discretion, and will depend on their evaluation of market conditions and other factors. During the three months ended September 30, 2019, the Company repurchased 28,750 shares of our common stock from employees at an average market price of approximately $2.50 per share for an aggregate amount of $71,875. As of September 30, 2019, $141,380 remains available under the 2019 plan to repurchase common stock from its employees. The shares of common stock were surrendered by employees to cover tax withholding obligations with respect to the vesting of restricted stock. Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value. |