Stockholders' Equity | NOTE 9 — STOCKHOLDERS’ EQUITY Common Stock Issuances On February 14, 2020, the Compa n 2 , a r n a l e s a a m e t t e i e r t e t e s t e t a a i t a r o c During the nine months ended September 30, 2020, the C o ● Issued 2,390,171 shares of common stock and received gross proceeds of approximately $6,586,000, less offering costs of $301,000 for net proceeds of $6,285,000 under the Company’s shelf registration filed on May 5, 2020. ● Issued 3,829,885 shares of common stock upon warrant holders exercising 3,996,553 common stock warrants, receiving approxim a ● Issued 5,225,913 shares of common stock upon warrant holders exercising 6,967,883 public common stock warrants. ● Issued 46,124 shares of common stock in s a a m c i a ● Recognized approximately $669,000 of compens a t c e i a a a a Common stock warrants The Company granted 7,016,567 common stock warrants, warrant holders exercised 10,964,436 of their warrants, and 896 warrants expired during the nine months ended September 30, 2020. The weighted average exercise prices of warrants outstanding at September 30, 2020, is $83.40 with a weighted average remaining contractual life of 1.38 years. As of September 30, 2020, these outstanding warrants contained no intrinsic value. The following table sets forth common stock purchase warrants outstanding as of September 30, 2020: Weighted Quantity of Warrants (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 4,188,075 $ 6.60 Warrants granted 7,016,567 $ 0.90 Warrants exercised (10,964,436 ) $ (1.00 ) Warrants canceled/expired (896 ) $ (2,244.10 ) Outstanding, September 30, 2020 239,310 $ 83.40 Exercisable, September 30, 2020 239,310 $ 83.40 Common Stock Options The following tables illustrates approximate stock-based compensation data for the three months and nine months ending September 30, 2020, and 2019: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Stock-based compensation expense: Total amortization of stock options issued $ 19,000 $ 578,000 $ 592,000 $ 1,703,000 The following additional information represents employees plans on September 30, 2020: Weighted average remaining contractual life — options outstanding 6.79 years Weighted average remaining contractual life — options exercisable 6.69 years Remaining expense of stock-based compensation $ 45,000 Remaining amortization period 1.3 years Intrinsic value per share $ -0- The Company used the U.S. Treasury note’s rate over the expected term of the option for the risk-free rate. 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 grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues over the options’ equivalent lives. 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 nine months ended September 30, 2020, and 2019 was $-0- and $22.20, respectively. As of September 30, 2020, the weighted average remaining contractual life was 6.79 years for options outstanding and 6.69 years for options exercisable, respectively. The intrinsic value of options exercisable on September 30, 2020, was $-0- per share. The compensation cost is measured based on an award’s fair value at the grant’s date for each option award. 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 nine months ended September 30, 2020 2019 Exercise price $ — $ 22.20 Volatility — 149.22 % Risk-free interest rate — 2.68 % Expected dividend yield — 0 % Expected term (years) — 6 A summary of the status of the Company’s stock option plans on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 84,175 $ 88.98 Options granted — $ — Options exercised — $ — Options canceled/expired (23,083 ) $ (90.60 ) Outstanding, September 30, 2020 61,092 $ 88.33 Exercisable, September 30, 2020 57,065 $ 92.24 Common Stock Options — CEO Inducement Awards On January 22, 2020, the Company entered into an employment agreement with Carleton M. Miller in connection with his appointment as Chief Executive Officer of the Company, under which Mr. Miller received a time-based option and performance-based option. Mr. Miller received an inducement award of a time-based option to purchase 359,247 shares of the Company’s stock and a performance-based option to purchase 250,000 shares of the Company’s common stock, both under NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans, in each case to Mr. Miller’s continued employment by the Company on the applicable vesting date. Time Vested Options On January 22, 2020, as part of the CEO’s employment agreement, an inducement award of a ten-year, non-statutory option to purchase 359,247 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 such option shares shall vest on January 22, 2021; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-six (36) month period after that, subject to the CEO’s continued employment by the Company on the applicable vesting 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 nine months ended September 30, 2020 2019 Exercise price $ 1.71 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.3 — The Company used the US Treasury note’s rate over the expected term of the option for the risk-free rate. 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 grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives. 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 nine months ended September 30, 2020, and 2019 was $1.47 and $-0-, respectively. As of September 30, 2020, the weighted average remaining contractual life was 9.32 years for options outstanding and options exercisable, respectively. The intrinsic value of options exercisable on September 30, 2020, was $-0- per share. During the three and nine months ended September 30, 2020, the Company recorded approximately $24,000 and $65,000, respectively, as stock compensation expense from the amortization of time vested stock options. The Company did not recognize any costs during the fiscal year 2019. As of September 30, 2020, the remaining stock compensation expense is approximately $526,000, with 3.31 years remaining for the amortization period. A summary of the status of the Company’s time vested stock options for Mr. Miller on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 359,247 $ 1.65 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 359,247 $ 1.47 Exercisable, September 30, 2020 — $ — Performance-Based Options On January 22, 2020, as part of Mr. Miller’s employment agreement, an inducement award of a ten year, non-statutory, option to purchase 250,000 shares of the Company stock was granted. The award has an exercise price of $0.285, vesting commencement date of January 22, 2020, and the 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 CEO remains in continuous employment with the Company through the applicable date of achievement of the performance conditions: ● Tranche 1: 83,333 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: 83,333 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: 83,333 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. Performance-Based Options For the performance-based options 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 nine months ended September 30, 2020 2019 Exercise price $ 1.71 $ — Volatility 153.02 % — Risk-free interest rate 1.57 % — Expected dividend yield 0 % — Expected term (years) 6.5 — The Company used the US Treasury note’s rate over the expected term of the option for the risk-free rate. 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 grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives. 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 nine months ended September 30, 2020, and 2019 was $1.65 and $-0-, respectively. As of September 30, 2020, the weighted average remaining contractual life was 9.32 years for both options outstanding and options exercisable. The intrinsic value of options exercisable on September 30, 2020, was $-0-. The probability of achieving any required metrics for vesting is inconclusive as of September 30, 2020. The unrecognized stock-based compensation expense for the performance-based award was approximately $414,000 as of September 30, 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. We will record any un-recognized costs over the remaining requisite service period of the awards. A summary of the status of the Company’s performance-based stock options for Mr. Miller on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 250,000 $ 1.65 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 250,000 $ 1.65 Exercisable, September 30, 2020 — $ — Common Stock Options — CFO Inducement Awards Time Vested Options On February 27, 2020, the Company entered into an employment agreement with Michael Bond in connection with his appointment as Chief Financial Officer of the Company, effective as of April 1, 2020. The Company granted an inducement award of a ten-year, non-statutory option to purchase 135,168 shares of the Company stock as part of the CFO’s employment agreement. The award has an exercise price of $0.96, vesting commencement date of April 1, 2020, expiration date of April 1, 2030, and the options vest as follows: 25% of such option shares shall vest on April 1, 2021; and, the remaining 75% will vest in substantially equal monthly installments over the thirty-nine (36) month period after that, subject to the CEO’s continued employment by the Company on the applicable vesting date. For the time vested option award, the compensation cost is measured based on an award’s fair value at the grant’s date. 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 nine months ended September 30, 2020 2019 Exercise price $ 0.96 $ — Volatility 155 % — Risk-free interest rate 0.62 % — Expected dividend yield 0 % — Expected term (years) 6.3 — The Company used the US Treasury note’s rate over the expected term of the option for the risk-free rate. 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 grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on US Treasury zero-coupon issues over the options’ equivalent lives. 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 nine months ended September 30, 2020, and 2019 was $0.84 and $-0-, respectively. As of September 30, 2020, the weighted average remaining contractual life was 9.51 years for options outstanding and options exercisable, respectively. The intrinsic value of options exercisable on September 30, 2020, was $0.52 per share. During the three and nine months ended September 30, 2020, the Company recorded approximately $10,000 as stock compensation expense. The Company did not recognize any costs during the fiscal year 2019. As of September 30, 2020, the remaining stock compensation expense is approximately $113,000, with 3.5 years remaining for the amortization period. A summary of the status of the Company’s time vested stock options for Mr. Bond on September 30, 2020, is as follows: Number of Options (in shares) Weighted Average Exercise Price Outstanding, December 31, 2019 — $ — Options granted 135,168 $ 0.91 Options exercised — $ — Options canceled/expired — $ — Outstanding, September 30, 2020 135,168 $ 0.84 Exercisable, September 30, 2020 — $ — |