NOTE 11 – STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock At September 30, 2019, we had 10,000,000 0.001 Common Stock At September 30, 2019, we had 350,000,000 241,277,076 Issuances During the Three and Nine Months Ended September 30, 2019 During the three months ended September 30, 2019, certain individuals exercised stock options to purchase 55,236 8,549 331,619 108,656 12,097 11,834 Issuances During the Three and Nine Months Ended September 30, 2018 During the three months ended September 30, 2018, certain individuals exercised stock options to purchase 1,052,300 107,318 1,446,876 1,236,313 10,000 9,841 On August 1, 2018, we entered into an underwriting agreement with Goldman Sachs & Co. LLC, as representative of the underwriters, relating to an underwritten public offering of 12,745,098 5.10 30 1,911,764 69,908,000 20,000,000 Warrants to Purchase Common Stock As of September 30, 2019, we had warrants outstanding to purchase an aggregate of 1,832,571 2.2 years 0.24 8.20 2.62 The valuation methodology used to determine the fair value of our warrants is the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions, including volatility of the stock price, the risk-free interest rate, dividend rate and the term of the warrant. During the nine months ended September 30, 2019, we granted warrants to purchase 75,000 5.63 5 years 60.8 2.52 0 3.00 12 month 175,000 5.16 5 years 62.1 2.36 0 2.79 12 month 56,418 150,977 198,306 407,292 83,000 0.4 years During the nine months ended September 30, 2019, warrants to purchase 1,250,000 471,184 no Options to Purchase Common Stock In 2009, we adopted the 2009 Long Term Incentive Compensation Plan, or the 2009 Plan, to provide financial incentives to employees, directors, advisers, and consultants of our company who are able to contribute towards the creation of or who have created stockholder value by providing them stock options and other stock and cash incentives, or the Awards. The Awards available under the 2009 Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards as described in the 2009 Plan. Generally, the options vest annually over four years or as determined by our board of directors, upon each option grant. Options may be exercised by paying the price for shares or on a cashless exercise basis after they have vested and prior to the specified expiration date provided and applicable exercise conditions are met, if any. The expiration date is generally ten years from the date the option is issued. As of September 30, 2019, there were non-qualified stock options to purchase 15,028,509 In 2012, we adopted the 2012 Stock Incentive Plan, or the 2012 Plan, a non-qualified plan that was amended in August 2013. The 2012 Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers, directors, and certain consultants and advisors of our company. The Awards available under the 2012 Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards as described in the 2012 Plan. Generally, the options vest annually over four years or as determined by our board of directors, upon each option grant. Options may be exercised by paying the price for shares or on a cashless exercise basis after they have vested and prior to the specified expiration date provided and applicable exercise conditions are met, if any. The expiration date is generally ten years from the date the option is issued. As of September 30, 2019, there were non-qualified stock options to purchase 6,316,474 1,040,000 On June 20, 2019, we adopted the 2019 Plan to serve as an incentive for retaining qualified and competent key employees, officers, directors, and certain consultants and advisors of our company. The Awards available under the 2019 Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards as described in the 2019 Plan. Generally, the options vest annually over four years or as determined by our board of directors, upon each option grant. Options may be exercised by paying the price for shares or on a cashless exercise basis after they have vested and prior to the specified expiration date provided and applicable exercise conditions are met, if any. The expiration date is generally ten years from the date the option is issued. As of September 30, 2019, there were 13,779,632 11,294,999 2,395,333 89,300 unallocated shares previously available for issuance under the 2009 Plan that were not then subject to outstanding “Awards” (as defined in the 2009 Plan). Any shares subject to outstanding options or other equity “Awards” under the 2019 Plan, the 2012 Plan and the 2009 Plan that are forfeited, expire or otherwise terminate without issuance of the underlying shares, or if any such Award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares subject to such Award (other than shares tendered or withheld in connection with the exercise of an Award or the satisfaction of withholding tax liabilities), the shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for delivery with respect to Awards under the 2019 Plan. As of September 30, 2019, there were non-qualified stock options to purchase 3,505,001 200,000 The valuation methodology used to determine the fair value of stock options is the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the risk-free interest rate, and the expected life of the stock options. The assumptions used in the Black-Scholes Model for options granted during the nine months ended September 30, 2019 and 2018 are set forth in the table below. Nine months ended September 30, 2019 2018 Risk-free interest rate 1.83 2.54 2.78 2.82 Volatility 61.25 64.49 61.8 63.34 Term (in years) 5.5 6.5 5.5 6.25 Dividend yield 0.00 0.00 A summary of activity under the 2009, 2012 and 2019 Plans and related information follows: Number of Shares Underlying Stock Options Weighted Average Exercise Price Weighted Aggregate Intrinsic Value Balance at December 31, 2018 20,872,824 $ 4.93 5.94 years $ 12,239,876 Granted 4,419,501 $ 3.13 Exercised ( 343,716 ) $ 0.32 $ 1,426,828 Expired/Forfeited ( 98,625 ) $ 5.63 Balance at September 30, 2019 24,849,984 $ 4.67 6.05 years $ 13,761,778 Vested and Exercisable at September 30, 2019 17,601,027 $ 4.85 4.81 years $ 9,745,527 Unvested at September 30, 2019 7,248,957 $ 4.22 9.06 years $ 4,016,251 At September 30, 2019, our outstanding stock options had exercise prices ranging from $ 0.19 8.92 1.84 3.27 2,194,667 2,109,218 6,568,736 5,981,343 13,468,000 2.4 years Restricted Stock Awards Restricted stock awards granted under our 2009, 2012 and 2019 Plans entitle the holder to receive, at the end of vesting period, a specified number of shares of our Common Stock. Share-based compensation expense is measured by the market value of our Common Stock on the day of the grant. The shares vest ratably over the period specified in the grant. There is no partial vesting and any unvested portion is forfeited. On December 13, 2018, we granted 1,040,000 4.06 200,000 2.18 384,061 1,080,738 3,505,000 2.2 years 1,240,000 Cash-Settled Stock Appreciation Rights (SARs) On July 1, 2018, we issued cash-settled SARs to certain consultants and employees. The SARs plan year began on July 1, 2018 and ended on or immediately following June 30, 2019. SARs were granted with a grant price equal to the market value of a share of our Common Stock on the date of grant. Cash-settled SARs provided for the cash payment of the excess of the fair market value of our Common Stock on June 30, 2019 over the grant price. Cash-settled SARs have no effect on dilutive shares or shares outstanding as any appreciation of our Common Stock over the grant price is paid in cash and not in Common Stock. Cash settled SARs were recorded in our consolidated balance sheets as a liability until the date of exercise. The fair value of each SAR award was estimated using the Black-Scholes valuation model. In accordance with ASC Topic 718, “Stock Compensation,” the fair value of each SAR award was recalculated at the end of each reporting period and the liability and expense adjusted based on the new fair value and the percent vested. At June 30, 2019, the fair market value of our Common Stock was lower than the grant price of SARs and, as a result, the recorded liability was reversed and no cash payment was made. |