Stockholders' Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Common Stock Issuances During the three months ended March 31, 2020, the Company: ● On February 14, 2020, the Company closed on an equity financing for 12,445,000 shares of common stock, 12,445,000 warrants to purchase 9,333,750 shares of Common Stock, 14,827,200 pre-funded warrants, with each Pre-Funded Warrant exercisable for one share of Common Stock, and together with 14,827,200 Warrants to purchase 11,120,400 shares of Common Stock. The holders of these warrants are limited to settlement in shares of common stock; there is no provision for net cash settlement alternatives; therefore, the Company classified these warrants as equity. The Company received gross proceeds of approximately $5,998,000, less offering costs of $712,000 for net proceeds of $5,286,000. The Company has earmarked the use of the net proceeds from equity financing for working capital and general corporate purposes. ● issued 47,088,398 shares of common stock for the exercise of 56,127,764 pre-funded and public warrants, upon exercise of the holders, receiving approximately $9,600 in net proceeds. Common stock warrants During the three months ended March 31, 2020, the Company granted 42,099,400 warrants, 56,127,764 warrants were exercised by their holders, and 5,374 warrants expired. The weighted average exercise prices of warrants outstanding at March 31, 2020, is $2.00 with a weighted average remaining contractual life of 1.0 years. As of March 31, 2020, these outstanding warrants contained no intrinsic value. The following table sets forth common stock purchase warrants outstanding as of March 31, 2020: Quantity of Warrants (in Weighted Average Exercise Price Outstanding, December 31, 2019 25,125,447 $ 1.10 Warrants granted 42,099,400 $ 0.20 Warrants exercised (56,127,764 ) $ (0.20 ) Warrants cancelled/expired (5,374 ) $ (411.80 00 ) Outstanding, March 31, 2020 11,094,709 $ 2.00 Exercisable, March 31, 2020 11,094,709 $ 2.00 Common Stock Options During the three months ended March 31, 2020, and 2019, the Company recorded approximately $386,000 and $609,000, respectively, as stock compensation expense from the amortization of stock options issued. As of March 31, 2020, the weighted average remaining contractual life was 7.25 years for options outstanding and 7.13 years for options exercisable. There was no intrinsic value of the stock options on March 31, 2020. As of March 31, 2020, the remaining expense is approximately $0.26 million over the remaining amortization period of 1.2 years. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over the equivalent lives of the options. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. The weighted average fair value of options granted during the three months ended March 31, 2020, and 2019, which was $-0- and $0.89, respectively. Each option is estimated on the date of grant, using the Black-Scholes model and the following assumptions (all in weighted averages): For the three months ended March 31, 2020 2019 Exercise price $ -0- $ 0.89 Volatility 0 % 149.22 % Risk-free interest rate 0 % 2.68 % Expected dividend yield 0 % 0 % Expected term (years) 0 6 The risk-free rate is based on the rate for the US Treasury note over the expected term of the option. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, a s the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the date of the grant. A summary of the status of the Company’s stock option plan for the period ended March 31, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 505,050 $ 14.83 Options granted — $ — Options exercised — $ — Options canceled/expired (19,000 ) $ (14.98 ) Outstanding, March 31, 2020 486,050 $ 14.83 Exercisable, March 31, 2020 391,424 $ 15.42 CEO. Inducement Award — Time Vested Option On January 22, 2020, as part of the CEO’s employment agreement, an inducement award of a ten year, non-statutory, option to purchase 2,155,481 shares of the Company stock was granted. The award has an exercise price of $0.285, vesting commencement date of January 22, 2020, expiration date of January 22, 2030, and the options vest as follows: 25% of the Option Shares shall vest on the first anniversary of the Vesting Commencement Date; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-six (36) month period following the first anniversary of the Vesting Commencement Date. For the time vested option award, the compensation cost is measured based on the fair value of an award at the date of the grant. The Company uses the Black Scholes-Merton formula as a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the three months ended March 31, 2020 2019 Exercise price $ .285 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.3 — The risk-free rate is based on the rate for the US Treasury note over the expected term of the option. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the date of the grant. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over the equivalent lives of the options. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. The weighted average fair value of options granted during the three months ended March 31, 2020, and 2019 was $0.275 and $-0-, respectively. As of March 31, 2020, the weighted average remaining contractual life was 9.82 years for options outstanding and options exercisable, respectively. The intrinsic value of options exercisable at March 31, 2020, was $-0-. During the three months ended March 31, 2020, and 2019, the Company recorded approximately $18,000 and $-0-, respectively, as stock compensation expense from the amortization of time vested stock options issued. As of March 31, 2020, the remaining stock compensation expense is approximately $574,000, with 3.81 years remaining for the amortization period. A summary of the status of the Company’s time vested stock option plan for the period ended March 31, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 2,155,481 $ .2745 Options exercised — $ — Options canceled/expired — $ Outstanding, March 31, 2020 2,155,481 $ .2662 Exercisable, March 31, 2020 — $ — CEO. Inducement Award — Performance-Based Option On January 22, 2020, as part of the CEO’s employment agreement, an inducement award of a ten year, non-statutory, option to purchase 1,500,000 shares of the Company stock was granted. The award has an exercise price of $0.285, vesting commencement date of January 22, 2020, expiration date of January 22, 2030. The Option Shares will vest in three (3) equal tranches upon attainment of the following applicable performance conditions for each tranche; provided that the Executive remains in continuous employment with the Company through the date on which: ● Tranche 1: 500,000 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $6,000,000 accumulated over four consecutive fiscal quarters. ● Tranche 2: 500,000 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $15,000,000 accumulated over four consecutive fiscal quarters. ● Tranche 3: 500,000 Option Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $23,000,000 accumulated over four consecutive fiscal quarters. For the performance-based option award, the compensation cost is measured based on the fair value of an award at the date of the grant. The Company uses the Black Scholes-Merton formula as a valuation technique under the guidance of ASC. Topic 718 for estimating the fair values of employee share options and similar instruments. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to equity (additional paid-in capital). The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided. In determining the award’s grant-date fair value, the following assumptions were used (all in weighted averages): For the three months ended March 31, 2020 2019 Exercise price $ .285 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.5 — The risk-free rate is based on the rate for the US Treasury note over the expected term of the option. The expected term for employees represents the period that options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. For non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on Nasdaq Capital Markets Exchange to the date of the grant. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues over the equivalent lives of the options. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model The weighted average fair value of options granted during the three months ended March 31, 2020, and 2019 was $0.276 and $-0-, respectively. As of March 31, 2020, the weighted average remaining contractual life was 9.82 years for options outstanding and options exercisable, respectively. The intrinsic value of options exercisable at March 31, 2020, was $-0-. As of March 31, 2020, the Company is unable to determine the probability that any of the required metrics for vesting will be achieved. The unrecognized stock-based compensation expense for the performance-based award was approximately $414,000 as of March 31, 2020. When the Company determines that the remaining performance metrics’ achievement becomes probable, the Company will record a cumulative catch-up stock-based compensation amount, and the remaining unrecognized amount will be recorded over the remaining requisite service period of the awards. A summary of the status of the Company’s performance-based stock option plan for the period ended March 31, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 1,500,000 $ .2758 Options exercised — $ — Options canceled/expired — $ Outstanding, March 31, 2020 1,500,000 $ .2758 Exercisable, March 31, 2020 — $ — |