Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity |
Preferred Stock – Our authorized preferred stock includes 10,000,000 shares of preferred stock with a par value of $0.001, of which no shares have been issued or are outstanding. |
Common Stock – Our authorized common stock includes 200,000,000 shares of common stock with a par value of $0.001, of which 111,657,804 and 111,601,304 shares were issued and outstanding as of March 31, 2015 and December 31, 2014, respectively. |
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During the three months ended March 31, 2015, we issued shares of common stock as follows: |
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| | Common Stock | | | | | |
| | Shares | | | Amount | | | | | |
Shares issued for vested restricted stock units | | | 56,500 | | | $ | 57 | | | | | |
| | | 56,500 | | | $ | 57 | | | | | |
· | Shares issued for vested restricted stock units – | | | | | | | | | | | |
o | On March 5, 2015, we issued 56,500 shares to an employee for the restricted stock units that vested and were expensed during fiscal year 2014. | | | | | | | | | | | |
During the three months ended March 31, 2014, we issued shares of common stock as follows: |
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| | Common Stock | | | | | |
| | Shares | | | Amount | | | | | |
Shares issued upon conversion of note | | | 23,201 | | | $ | 29,001 | | | | | |
| | | 23,201 | | | $ | 29,001 | | | | | |
· | Shares issued upon conversion of note – | | | | | | | | | | | |
o | During September 2012, we issued a convertible note payable to an unrelated party. During the three months ended March 31, 2014, $25,000 of principal and $4,001 of interest were converted into 23,201 shares of our common stock. | | | | | | | | | | | |
Warrants – During the three months ended March 31, 2015 and 2014, we did not issue any warrants and no holders exercised warrants. During the three months ended March 31, 2015, a third party forfeited 1,200,000 contingent warrants, with no corresponding expirations during the three months ended March 31, 2014. At March 31, 2015, we had outstanding exercisable warrants to purchase 11,691,000 shares of common stock and contingent warrants to purchase 100,000 shares of common stock. |
· | Warrants for services – | | | | | | | | | | | |
o | On May 7, 2014, we issued to a third party for services rendered an aggregate of 200,000 warrants to purchase 200,000 shares of our common stock at $2.65 per share. Of the 200,000 warrants, 100,000 were exercisable immediately and the remaining become exercisable one year from the date of grant based on the achievement of performance conditions. Due to the decline in the fair value of these warrants, we recorded a reduction of stock-based compensation expense of $5,936 for the three months ended March 31, 2015 related to these warrants. See Note 8 for a discussion of our Black-Scholes-Merton valuation assumptions. | | | | | | | | | | | |
o | On May 28, 2014, we issued to a third party for services rendered an aggregate of 1,650,000 contingent warrants to purchase 1,650,000 shares of our common stock at $4.31 per share. The warrants become exercisable at various times after achieving future performance conditions related to services and revenue targets for Earth911. During the three months ended March 31, 2015, we terminated the contract with the third party, resulting in the forfeiture of 1,200,000 unvested warrants. Due to the uncertainty of attaining any of the performance conditions, we had not recognized any additional expense for the non-vested warrants. As these warrants related to internally developed software, we did not capitalize any costs or recognize any expense for the three months ended March 31, 2015. | | | | | | | | | | | |
The following table summarizes the warrants issued and outstanding as of March 31, 2015: |
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Warrants Issued and Outstanding as of March 31, 2015 | |
| | Date of | | Exercise | | | Shares of | |
Description | | Issuance | | Expiration | | Price | | | Common Stock | |
Exercisable warrants | | | | | | | | | | | | |
Warrants | | 4/18/14 | | 4/1/17 | | $ | 2 | | | | 1,441,000 | |
Warrant | | 5/7/14 | | 5/7/17 | | $ | 2.65 | | | | 100,000 | |
Warrant | | 5/28/14 | | 10/31/16 | | $ | 4.31 | | | | 450,000 | |
Warrants | | 9/24/14 | | 9/24/19 | | $ | 2.5 | | | | 9,000,000 | |
Warrants | | 10/20/14 | | 10/20/19 | | $ | 2.5 | | | | 700,000 | |
Total exercisable warrants | | | | | | | | | | | 11,691,000 | |
Contingent warrants | | | | | | | | | | | | |
Warrant | | 5/7/14 | | 5/7/17 | | $ | 2.65 | | | | 100,000 | |
Warrants | | 5/28/14 | | 10/31/18 | | $ | 4.31 | | | | 1,200,000 | |
Less warrants cancelled | | | | | | | | | | | (1,200,000 | ) |
Total contingent warrants | | | | | | | | | | | 100,000 | |
Total warrants issued and outstanding | | | | | | | 11,791,000 | |
Restricted Stock Units – During April 2014, we granted restricted stock units representing 132,600 shares of common stock under our 2012 Incentive Compensation Plan. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on the revenue generated by new business activity of one of our subsidiaries. All payouts of restricted stock units that vest will be exercisable immediately and will be paid in the form of common stock. While we do not anticipate issuing dividends, the restricted stock unit awards will not participate in any dividends prior to vesting. |
We determined the fair value of the restricted stock unit awards granted based on the market value of our common stock on the date of grant, which was $3.75 per share. We assumed a forfeiture rate of 0%. Due to the uncertainty of attaining any of the remaining performance conditions, we recorded no additional stock-based compensation expense for the remaining performance conditions for the three months ended March 31, 2015. We issued 56,500 shares during the three months ended March 31, 2015 for the restricted stock units that vested during 2014. As of March 31, 2015 and December 31, 2014, outstanding restricted stock units totaled 76,100 and 132,600, respectively. |
Employee Stock Purchase Plan – On September 17, 2014, our stockholders approved the Quest Resource Holding Corporation 2014 Employee Stock Purchase Plan (the “ESPP”). We recorded expense of $9,726 related to the ESPP during the three months ended March 31, 2015. |
Stock Options – The following table summarizes the stock option activity for the three month period ended March 31, 2015: |
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| | Stock Options | | | |
| | | | | | | | Weighted- | | | |
| | | | | | Exercise | | Average | | | |
| | Number | | | Price Per | | Exercise Price | | | |
| | of Shares | | | Share | | Per Share | | | |
Outstanding at December 31, 2014 | | | 5,006,532 | | | 1.45 — 3.75 | | | 2.66 | | | |
Granted | | | 45,000 | | | 1.28 — 1.46 | | | 1.3 | | | |
Canceled/Forfeited | | | (86,252 | ) | | 2.05 — 2.10 | | | 2.05 | | | |
Outstanding at March 31, 2015 | | | 4,965,280 | | | 1.28 — 3.75 | | | 2.65 | | | |
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