STOCKHOLDERS' DEFICIT | NOTE 7—STOCKHOLDERS' DEFICIT Private Placement The warrants contain non-standard anti-dilution protection and, consequently, are being accounted for as liabilities, were originally recorded at fair value, and are adjusted to fair market value each reporting period. Because the shares of common stock underlying the Private Placement warrants and Broker Warrants were not effectively registered for resale by September 11, 2014, the warrant holders have an option to exercise the warrants using a cashless exercise feature. The shares have not been registered for resale as of December 31, 2015. The availability to warrant holders of the cashless exercise feature as of September 11, 2014 caused the then-outstanding 2,225,036 Private Placement warrants and the 300,000 Broker Warrants with fair value of $7,068,000 to be reclassified from liability classified warrants to warrant derivative liabilities and to continue to be remeasured at fair value each reporting period. On June 10, 2014, certain warrant holders exercised 1,095,465 warrants issued in the Private Placement at an exercise price of $3.50 per share, resulting in the Company receiving aggregate exercise proceeds of $3.8 million and issuing 1,095,465 shares of common stock. Prior to exercise, these Private Placement warrants were accounted for at fair value as liability classified warrants. As of June 10, 2014, immediately prior to exercise, the carrying value of these Private Placement warrants was reduced to their fair value immediately prior to exercise of $1.8 million, representing their intrinsic value, with this adjusted carrying value of $1.8 million being transferred to additional paid-in capital. Also on June 10, 2014, based on an offer made to holders of Private Placement warrants in connection with such exercises, the Company issued an aggregate of 1,095,465 replacement warrants to holders exercising Private Placement warrants, which replacement warrants have terms that are generally the same as the exercised warrants, including an expiration date of September 11, 2018 and an exercise price of $3.50 per share. The replacement warrants are treated for accounting purposes as liability classified warrants, and their issuance gave rise to a $3.5 million warrant exercise inducement expense based on their fair value as of issuance as determined using a Binomial Monte-Carlo Cliquet (aka Ratchet) Option Pricing Model. Because the shares of common stock underlying the replacement warrants were not effectively registered for resale by June 10, 2015, the warrant holders have an option to exercise the warrants using a cashless exercise feature. The shares have not been registered for resale as of December 31, 2015. The availability to warrant holders of the cashless exercise feature as of June 10, 2015 caused the then-outstanding 1,095,465 replacement warrants with fair value of $2,545,000 to be reclassified from liability classified warrants to warrant derivative liabilities and to continue to be remeasured at fair value each reporting period. Stock cancellations As of December 31, 2015, the fair value of these Private Placement warrants, replacement warrants, and Broker Warrants was $7,863,000 (see Note 2). For further details regarding registration rights associated with the Private Placement warrants, replacement warrants, and Broker Warrants, see the Registration Rights section below in this footnote. Stock warrants Warrant exercises and issuance In addition to the above, during the year ended December 31, 2015, the Company issued 148,256 shares of common stock upon the exercise of warrants at exercise prices ranging from $1.00 to $3.05 per share, including 75,838 warrants exercised on a cashless basis. A summary of outstanding warrants as of December 31, 2015 and 2014 is presented below. Year ended December 31, 2015 Year ended December 31, 2014 Warrants outstanding, beginning of period 5,101,450 6,279,296 Granted 110,417 1,145,465 Exercised (148,256 ) (1,254,621 ) Cancelled, forfeited and expired (1,532,693 ) (1,068,690 ) Warrants outstanding, end of period 3,530,918 5,101,450 ​ ​ ​ ​ ​ ​ ​ ​ A summary of outstanding warrants by year issued and exercise price as of December 31, 2015 is presented below. Outstanding Exercisable Exercise Price Number of Warrants Issued Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Total Weighted Average Exercise Price During 2013 $3.30 50,000 2.33 $ 3.30 50,000 $ 3.30 $3.50 2,225,036 2.70 $ 3.50 2,225,036 $ 3.50 2013 total 2,275,036 2,275,036 During 2014 $3.50 1,145,465 2.73 $ 3.50 1,145,465 $ 3.50 2014 total 1,145,465 1,145,465 During 2015 $4.90 110,417 4.18 $ 4.90 110,417 $ 4.90 Total 3,530,918 3,530,918 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options Management has valued stock options at their date of grant utilizing the Black-Scholes-Merton Option pricing model. The fair value of the underlying shares was determined by the market value of stock of similar companies and recent arm's length transactions involving the sale of the Company's common stock. The expected volatility was calculated using the historical volatility of a similar public entity in the industry through August 2013 and a group of similar public entities thereafter. The following table presents the assumptions used on recent dates on which options were granted by the Board of Directors. July 17, 2014 May 8, 2014 February 26, 2014 Stock price $ 5.10 $ 4.90 $ 3.60 Exercise price $ 5.10 $ 4.90 $ 3.60 Term 10 years 10 years 10 years Risk-Free Interest Rate 2.47 % 2.61 % 2.67 % Dividend Yield 0.00 % 0.00 % 0.00 % Volatility 77.90 % 75.50 % 76.60 % In making the determination of fair value and finding similar companies, the Company considered the industry, stage of life cycle, size and financial leverage of such other entities. While the Company was initially able to identify only one similar public company using these criteria, based on the more advanced stage of development of the Company additional similar companies with enough historical data that met the industry criterion have now been identified. Accordingly, the Company has based its expected volatility on the historical stock prices of a group peer of companies since September 2013. The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options depending on the date of the grant and expected life of the options. During the year ended December 31, 2015, no options were granted by the Company's Board of Directors. During the year ended December 31, 2014, the Company's Board of Directors granted 840,000 options to its directors, employees and consultants. In addition, 340,000 options that were approved by the Company's Board of Directors in April 2012 were deemed issued during the year ended December 31, 2014. The aggregate fair value of these tranches of options, including options granted or deemed issued in 2014 was approximately $3.0 million. As of December 31, 2015, there were 4,753,335 options outstanding under the 2011 Stock Incentive Plan. A summary of the Company's stock option activity for the years ended December 31, 2015 and 2014 is presented below. Prior Plan December 31, 2015 December 31, 2014 Number of Options Weighted- Average Exercise Price Number of Options Weighted- Average Exercise Price Number of Options Weighted- Average Exercise Price Options outstanding, beginning of period 11,795 $ 3.05 5,669,000 $ 3.68 4,504,000 $ 3.58 Granted or deemed issued — — — — 1,180,000 $ 4.06 Exercised — — (2,000 ) $ 3.60 — — Cancelled, forfeited and expired (11,795 ) $ 3.05 (913,665 ) $ 4.05 (15,000 ) $ 3.60 Options outstanding, end of period — — 4,753,335 $ 3.60 5,669,000 $ 3.68 Options exercisable at end of year — — 4,379,335 $ 3.60 2,855,251 $ 3.55 Options available for future grant — — 4,246,665 — 3,331,000 — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The weighted average grant-date fair value of options granted or deemed issued during the year ended December 31, 2014 was $2.58. The weighted average grant-date fair value of common shares underlying stock options granted or deemed issued during the year ended December 31, 2014 was $4.06. During the years ended December 31, 2015 and 2014, the Company recognized $3.7 million and $6.5 million of share-based compensation cost arising from stock option grants. As of December 31, 2015, there was $0.7 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the 2011 Stock Incentive Plan. That cost is expected to be recognized over the weighted average remaining period of 0.5 years. Registration Rights If the shares of common stock underlying warrants to purchase 2,225,036 shares are not registered for resale at the time of exercise or if the shares of common stock underlying warrants to purchase 1,095,465 shares are not registered for resale at the time of exercise, and in each such case the registration rights described above then apply with respect to the holder of such warrants, such holder may exercise such warrants on a cashless basis. In such a cashless exercise of all the shares covered by the warrant, the warrant holder would receive a number of shares equal to the quotient of (i) the difference between the fair market value of the common stock, as defined, and the $3.50 exercise price, as adjusted, multiplied by the number of shares exercisable under the warrant, divided by (ii) the fair market value of the common stock, as defined. As of December 31, 2015, based on a fair market value of a share of the Company's common stock of $4.70 and 3,320,501 warrants issued and outstanding and eligible for cashless exercise, the maximum number of shares the Company would be required to issue, if the warrant holders elected to exercise the cashless exercise feature with respect to all then eligible warrants, is 847,787 shares. If the fair market value of a share of the Company's common stock were to increase by $1.00 from $4.70 to $5.70, the maximum number of shares the Company would be required to issue, if the warrant holders elected to exercise the cashless exercise feature with respect to all then eligible warrants, would increase to 1,281,597 shares as of December 31, 2015. The Company has not yet filed a registration statement with respect to the resale of the Registrable Securities because doing so is not feasible prior to the completion by the Company of its initial public offering. As previously reported, the Company has filed a draft registration statement with the SEC with respect to its proposed initial public offering. The Company believes that it has used commercially reasonable efforts to pursue an initial public offering and, accordingly, considers itself to be in compliance with its registration rights obligations notwithstanding that it has not filed a registration statement with respect to the resale of the Registrable Securities and the deadline for doing so has passed without extension. |