Stockholder's Equity | 14. Stockholder’s Equity Reverse Stock Splits All shares related and per share information in these financial statements has been adjusted to give effect to the 3-for-1 reverse stock split of the Company’s common stock effected on June 15, 2017. Issuance of Common Stock On December 31, 2018, the Company issued 3,122 shares in connection with the purchase of the remaining 10% interest in BBD. On November 20, 2018, the Company issued 1,235,000 shares of common stock at $6.50 per share in connection with an underwritten public offering for net proceeds of approximately $7.2 million. On December 19, 2018 an additional 185,250 shares were issued as part of the overallotment for additional proceeds of approximately $1.1 million. During 2018, the Company issued 1,345,978 shares of common stock at $5.40 per share in connection with the exercise of warrants for cash proceeds of $7,268,281, and 500,000 shares of common stock at $5.40 per share in connection with the exercise of warrants in exchange for a reduction in outstanding note principal of $2,700,000. On September 25, 2018, the Company issued 120,000 shares of common stock at $5.40 per share in connection with the exercise of underwriter warrants. The warrants were part of units, and each unit consisted of one share of common stock and one common stock warrant exercisable at $5.40 per share. In July 2018, the Company issued 167,273 shares of common stock at $6.00 per share in exchange for outstanding note principal and interest. The conversion was within the terms of the original note agreement and no gain or loss was recorded. During 2018, the Company issued 115,334 shares of common stock at an average of $5.35 per share in connection with the exercise of warrants for proceeds of $617,004. In addition, the Company issued 59,308 shares of common stock at an average of approximately $4.05 per share in exchange for services rendered. During 2018, the Company issued 79,734 shares of common stock to directors and employees for stock-based compensation of $712,469. The shares were valued using the closing share price of our common stock on the date of grant, with the range of $3.99 - $8.50 per share. During 2018, the Company issued 35,941 shares of common stock in connection with existing option exercises, at an average exercise price of $4.56. During 2018, the Company issued 27,400 shares of common stock to consultants in exchange for services. The shares were valued using the closing share price of our common stock on the date of grant, with a range of $3.99 - $7.72 per share, for a total value of $162,378. In December 2017, the Company issued 18,371 shares of common stock to directors and employees for stock-based compensation of $79,351. The shares were valued using the closing share price of the Company’s common stock on the date of grant, with the range of $3.78 - $4.33 per share. In December 2017, the Company issued 32,000 shares of common stock to a consultant in exchange for services, which were subject to a claw-back provision tied to specific performance. The shares were valued using the closing share price of the Company’s common stock on the date of grant, $4.54 per share. In December 2017, the Company issued 14,384 shares of its common stock upon conversion of 8% convertible promissory notes with an aggregate principal amount converted of $52,500. No gain or loss was recorded on the transactions. In September 2017, the Company issued 14,760 shares of common stock to directors and employees for stock-based compensation of $56,221. The shares were valued using the closing share price of the Company’s common stock on the date of grant, with the range of $3.78 - $4.38 per share. In August 2017, the Company issued 83,334 shares of its common stock upon conversion of a 6% convertible promissory note with an aggregate principal amount converted of $500,000. No gain or loss was recorded on the transactions. In August 2017, the Company issued 5,209 shares of common stock to a third-party consultant in exchange for services rendered. The shares were valued using the closing share price of the Company’s common stock on the date of grant, with the range of $3.40 - $3.50 per share. In August 2017, the Company completed an underwritten public offering of 1,200,000 units consisting of 1,200,000 shares of its common stock and warrants to purchase up to an aggregate of 1,200,000 shares of its common stock (each, a “Unit”) at a public offering price of $4.50 per Unit. The warrants have a per share exercise price of $5.40, are exercisable immediately, and will expire five years from the date of issuance. The gross proceeds to the Company from this offering were $5.4 million, before deducting underwriting discounts and commissions and other estimated offering expenses. On August 24, 2017, the underwriters exercised their option to purchase an additional 180,000 Units to cover over-allotments, which resulted in additional gross proceeds to the Company of $810,000, before deducting offering expenses. In June 2017, the Company issued 2,716 shares of common stock to employees for stock-based compensation of $15,943, all of which were fully vested upon issuance. The shares were valued using the closing share price of our common stock on the date of grant, with which ranged from $4.38 to $6.00 per share. In May 2017, the Company completed the acquisition of a majority stake in BBD. The Company issued 28,096 shares of common stock to the owners of BBD as consideration for 90% of the BBD LLC units. Based on the closing share price of our common stock of $4.80 on May 1, 2017, the value of the transaction was $134,858. Issuance costs incurred were $14,400. In April 2017, the independent directors, Messrs. Trent Davis and Michael Fleming, each exercised 4,630 stock options to purchase common stock at $5.40 per share. In April 2017, the Company issued 50,335 shares of common stock to three third-party consultants in exchange for services rendered. The shares were valued using the closing share price of our common stock on the date of grant, with the range of $4.35 - $4.50 per share. In April 2017, the Company approved a restricted stock unit grant of 33,334 shares of common stock to the Company’s Chief Executive Officer, Grover Wickersham. The grant vested on April 5, 2017, of which 10,218 shares were withheld in order to satisfy Mr. Wickersham’s personal tax withholding responsibility. The shares were valued using the $4.80 closing share price of our common stock on the date of grant. In April 2017, the Company issued 16,667 shares of its common stock upon conversion of 50 shares of preferred stock. In March 2017, the Company issued 83,334 shares of its common stock upon conversion of 250 shares of preferred stock. In March 2017, the Company issued 22,436 shares of its common stock upon conversion of 8% convertible promissory notes with an aggregate principal amount converted of $87,500. No gain or loss recorded on the transactions. On March 8, 2017, the Company completed the acquisition of MotherLode. The Company issued 86,667 shares of common stock to the owners of MotherLode as consideration for the acquisition. Based on the closing share price of our common stock of $4.35 on March 8, 2017, the value of the transaction was $377,000. Issuance costs incurred were $5,580. In March 2017, the Company issued 575 shares of common stock to employees for stock-based compensation of $2,517. The shares were valued using the $4.38 closing share price of our common stock on the date of grant. In March 2017, the Company issued 19,796 shares of common stock to four third-party consultants in exchange for services rendered. The shares were valued using the closing share price of our common stock on the date of grant, with the range of $3.90 - $4.35 per share. From March 31, 2017 to June 2, 2017, the Company issued 400,019 shares of its common stock for aggregate cash proceeds of $1,560,000, including 400,019 warrants for common stock. From January 15, 2017 through February 16, 2017, the Company received warrant exercises and common stock subscriptions for 40,834 shares for aggregate cash proceeds of $159,250. From January 4, 2017 to January 22, 2017, the Company sold 15,001 shares of common stock to accredited investors at a price of $3.90 per share for aggregate cash proceeds of $58,500. Stock-Based Compensation On September 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The total number of shares available for the grant of either stock options or compensation stock under the 2016 Plan was initially set at 166,667 shares, subject to adjustment. On January 1, 2017 and pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan increased to 307,139 shares, equal to 8% of the number of outstanding shares of the Company’s capital stock, calculated on an as-converted basis, on December 31 of the preceding calendar year. On October 18, 2017, the Board of Directors (the “Board”) approved amendments to the 2016 Plan to (i) increase the number of shares of the common stock that may be issued under the 2016 Plan (the “Aggregate Limit”) by an additional 192,861 shares of common stock, for a total of 500,000 shares of common stock, (ii) increase the number of shares of common stock that may be granted to any participant pursuant to options to purchase common stock and stock appreciation rights under the 2016 Plan in any one year period (the “Individual Option Limit”) from 8,333 shares to 200,000 shares, (iii) increase the number of shares of common stock that may be granted to any participant pursuant to other awards (the “Individual Award Limit”) under the 2016 Plan in any one year period from 8,333 shares to 200,000 shares and (iv) increase the number of shares of common stock that may be paid to any one participant under the 2016 Plan for a performance period pursuant to performance compensation awards under the 2016 Plan (the “Individual Performance Award Limit”) from 8,333 shares to 200,000 shares, which amendments were adopted and approved at the December 2017 meeting of stockholders. On January 1, 2018, pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan further increased to 1,131,880 shares. The exercise price per share of each stock option shall not be less than 100 percent of the fair market value of the Company’s common stock on the date of grant. At December 31, 2018, there were 904,249 options and 225,780 restricted stock units (“RSUs”) issued under the 2016 Plan with vesting schedules varying between immediate and five (5) years from the grant date. On January 29, 2015, our Board of Directors adopted the 2015 Stock Incentive Plan (the “2015 Plan”). The total number of shares available for the grant of either stock options or compensation stock under the plan is 50,000 shares, subject to adjustment. At December 31, 2018, there were 49,584 options issued under the Plan outstanding, with vesting schedules varying between immediate and one (1) year from the grant date, which options vest at the rate of at least 25% in the first year, starting 6-months after the grant date, and 75% in year two. A summary of all stock option activity at and for the years ended December 31, 2018 and 2017 is presented below: # of Options Weighted- Average Exercise Price Outstanding at December 31, 2016 173,750 $ 9.25 Options granted 243,667 4.34 Options exercised (9,260 ) 5.40 Options canceled (39,151 ) 5.39 Outstanding at December 31, 2017 369,006 $ 6.47 Options granted 654,000 5.47 Options exercised (48,715 ) 4.56 Options canceled (78,433 ) 4.86 Outstanding at December 31, 2018 895,858 $ 5.62 Exercisable at December 31, 2018 406,464 $ 5.80 The aggregate intrinsic value of options outstanding at December 31, 2018 was $558,278, compared to $28,962 at December 31, 2017. At December 31, 2018, there were 489,393 unvested options with an aggregate grant date fair value of $1,322,193. The unvested options will vest in accordance with the vesting schedule in each respective option agreement, which varies between immediate and five (5) years from the grant date. The aggregate intrinsic value of unvested options at December 31, 2018 was $344,232. During the year ended December 31, 2018, 255,182 options vested. The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The grant-date fair value of stock options issued to employees is recognized on a straight-line basis over the requisite service period. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments as the underlying stock-based awards vest. To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following: ● Exercise price of the option ● Fair value of the Company’s common stock on the date of grant ● Expected term of the option ● Expected volatility over the expected term of the option ● Risk-free interest rate for the expected term of the option The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options. The following weighted-average assumptions were used in the Black-Scholes valuation model for options granted during the year ended December 31, 2018: Risk-free interest rate 2.65 % Expected term (in years) 6.28 Dividend yield - Expected volatility 56 % The weighted-average grant-date fair value per share of stock options granted during the year ended December 31, 2018 was $2.64. The aggregate grant date fair value of the 641,000 options granted during the year ended December 31, 2018 was $1,689,398. For the twelve months ended December 31, 2018, net compensation expense related to stock options was $657,546. At December 31, 2018, the total compensation expense related to stock options not yet recognized is approximately $1,088,420, which is expected to be recognized over a weighted-average period of approximately 2.18 years. Warrants During the twelve months ended December 31, 2018, the Company issued an aggregate of 500,000 common stock warrants in connection with the issuance of $5,000,000 in notes payable, and 10,000 common stock warrants to a consultant. The Company has determined the warrants should be classified as equity on the condensed consolidated balance sheet as of December 31, 2018. The estimated fair value of the warrants at issuance was $2,110,997, based on a combination of closing market trading price on the date of issuance for the public offering warrants, and the Black-Scholes option-pricing model using the weighted-average assumptions below: Volatility 48 % Risk-free interest rate 2.59 % Expected term (in years) 4.0 Expected dividend yield - Fair value of common stock $ 7.95 A total of 1,961,312 warrants were exercised during the fiscal year 2018 for cash proceeds of $7,885,285 and a $2,700,000 reduction of outstanding note principal. In addition, 54,308 warrants were exercised during the twelve month period at an average of approximately $4.07 per share in exchange for services rendered. A summary of activity in warrants is as follows: Warrants Weighted Average Remaining Life Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2017 2,623,077 3.62 years $ 5.96 $ 54,880 Twelve months ended December 31, 2018: Granted 510,000 4.47 years $ 5.42 $ 387,600 Exercised (2,015,620 ) $ 5.36 - Forfeited and cancelled (34,022 ) 4.25 years $ 5.40 - Outstanding at December 31, 2018 1,083,435 1.04 years $ 6.83 $ - |