Stockholders' Equity | 11. 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 as of December 31, 2016 and 2015. Preferred stock is to be designated in classes or series and the number of each class or series and the voting powers, designations, preferences, limitations, restrictions, relative rights, and distinguishing designation of each class or series of stock as the Board of Directors shall determine in its sole discretion. Common Stock Our authorized common stock includes 200,000,000 shares of common stock with a par value of $0.001, of which 15,272,575 and 13,973,597 shares were issued and outstanding as of December 31, 2016 and 2015, respectively. During the year ended December 31, 2016, we issued shares of common stock as follows: Common Stock Shares Amount Sale of common stock and warrants, net of issuance costs of $452,300 861,251 $ 2,889,350 Shares issued for Employee Stock Purchase Plan options 18,977 40,491 Shares issued for consulting services 418,750 1,675,000 1,298,978 $ 4,604,841 Sale of Common Stock and Warrants • On March 30, 2016, we issued 861,251 shares of our common stock, together with warrants to purchase 430,628 shares of our common stock, at a price per share and warrant of $3.88 in a stock offering. We also issued the underwriters warrants to purchase 90,432 shares of our common stock. The warrants may be exercised for a period of five years at an initial exercise price of $3.88 per share, subject to adjustment for certain dilutive events. Shares Issued for Employee Stock Purchase Plan Options • On May 16, 2016, we issued 9,724 shares to employees for $27,435 under our 2014 Employee Stock Purchase Plan (“ESPP”) for options that vested and were exercised. • On November 14, 2016, we issued 9,253 shares to employees for $13,056 under our ESPP for options that vested and were exercised. Shares Issued for Consulting Services • On September 28, 2016, we issued 418,750 fully vested restricted shares of our common stock to a third party for consulting services under a one-year contract. We recorded expense of $628,125 in 2016 within Selling, general, and administrative expenses in our consolidated statement of operations. The balance recorded within Prepaid expenses and other current assets in our consolidated balance sheets at December 31, 2016 was $1,046,875, which we will expense ratably through August 2017. During the year ended December 31, 2015, we issued shares of common stock as follows: Common Stock Shares Amount Shares issued for vested restricted stock units 7,063 — Shares issued for Employee Stock Purchase Plan options 16,303 110,066 23,366 $ 110,066 Shares issued for vested restricted stock units • On March 5, 2015, we issued 7,063 shares to an employee related to restricted stock units that vested and were expensed during fiscal year 2014. Shares issued for Employee Stock Purchase Plan Options • On May 15, 2015, we issued 7,142 shares to employees for $60,705 under our ESPP for options that vested and were exercised. • On November 15, 2015, we issued 9,161 shares to employees for $49,361 under our 2014 ESPP for options that vested and were exercised. Warrants During the year ended December 31, 2016, as noted above, we issued warrants to purchase 521,060 shares of common stock , no holders exercised warrants and warrants to purchase 56,250 shares of common stock expired. At December 31, 2016, we had outstanding exercisable warrants to purchase 1,938,691 shares of common stock. The following table summarizes the warrants issued and outstanding as of December 31, 2016: Warrants Issued and Outstanding as of December 31, 2016 Date of Exercise Shares of Description Issuance Expiration Price Common Stock Exercisable warrants Warrants 4/18/2014 4/01/2017 $ 16.00 180,126 Warrant 5/07/2014 5/07/2017 $ 21.20 25,000 Warrants 9/24/2014 9/24/2019 $ 20.00 1,125,005 Warrants 10/20/2014 10/20/2019 $ 20.00 87,500 Warrants 3/30/2016 3/30/2021 $ 3.88 521,060 Total warrants issued and outstanding 1,938,691 Incentive Compensation Plan In October 2012, we adopted our 2012 Incentive Compensation Plan (the “2012 Plan”) as the sole plan for providing equity-based incentive compensation to our employees, non-employee directors, and other service providers. The plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other incentive awards to our employees, non-employee directors, and other service providers who are in a position to make a significant contribution to our success and our affiliates. The purpose of the plan is to attract and retain individuals, further align employee and stockholder interests, and closely link compensation with our performance. The plan is administered by the compensation committee of our board of directors. Our policy is to fulfill any exercise of options from common stock that is authorized and unissued. The maximum number of shares of common stock available for grant under the plan is 7,500,000. Stock compensation expense prior to October 2012 related to options granted prior to the Earth911 Merger that was superseded by the 2012 Plan at the time of the Earth911 Merger. The number of shares available for award under the plan is subject to adjustment for certain corporate changes in accordance with the provisions of the plan. Employee Stock Purchase Plan On September 17, 2014, our stockholders approved the ESPP. We recorded expense of $37,844 and $61,023 related to the ESPP during the years ended December 31, 2016 and 2015, respectively. Stock Options The following table summarizes the stock option activity from January 1, 2015 through December 31, 2016: Stock Options Weighted- Exercise Average Number Price Per Exercise Price of Shares Share Per Share Outstanding at January 1, 2015 625,825 $11.60 — $30.00 $ 21.28 Granted 280,328 $6.24 — $11.68 $ 6.64 Canceled/Forfeited (163,156 ) $10.24 — $30.00 $ 20.16 Outstanding at December 31, 2015 742,997 $6.24 — $30.00 $ 16.32 Granted 767,625 $2.08 — $6.40 $ 3.84 Canceled/Forfeited (193,220 ) $6.24 — $30.00 $ 12.86 Outstanding at December 31, 2016 1,317,402 $2.08 — $26.00 $ 9.09 The weighted-average grant-date fair value of options granted was $2.81 and $4.40 for the years ended December 31, 2016 and 2015, respectively. For each of the years ended December 31, 2016 and 2015, the intrinsic value of options outstanding was nil and the intrinsic value of options exercisable was nil. The following additional information applies to options outstanding at December 31, 2016: Ranges of Exercise Prices Outstanding at December 31, 2016 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Exercisable at December 31, 2016 Weighted- Average Exercise Price $2.08 - $26.00 1,317,402 7.9 $ 9.09 603,956 $ 15.00 The following additional information applies to options outstanding at December 31, 2015: Ranges of Exercise Prices Outstanding at December 31, 2015 Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price Exercisable at December 31, 2015 Weighted- Average Exercise Price $6.24 - $30.00 742,997 6.8 $ 16.32 455,465 $ 19.52 Stock-based compensation expense for stock based incentive awards was $1,220,917 and $1,315,530 for the years ended December 31, 2016 and 2015, respectively. At December 31, 2016, the balance of unearned stock-based compensation to be expensed in future periods related to unvested share-based awards, as adjusted for expected forfeitures, was approximately $1.9 million. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 3.5 years. Stock-Based Compensation - We account for all stock-based payment awards made to employees and directors, including stock options and employee stock purchases, based on estimated fair values. We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period, net of forfeitures. We use the Black-Scholes-Merton option-pricing model as our method of valuation. The fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair value of share-based payment awards on the date of grant as determined by the Black-Scholes-Merton model is affected by our stock price as well as other assumptions. These assumptions include the expected stock price volatility over the term of the awards, the actual and projected employee stock option exercise behaviors, and an estimated forfeiture rate. The weighted-average estimated value of employee stock options granted during the years ended December 31, 2016 and 2015 were estimated using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: Years Ended December 31, 2016 2015 Expected volatility 100 % 94 % Risk-free interest rate 1.38 % 1.45 % Expected dividends 0.00 % 0.00 % Expected term in years 6.1 4.3 |