Stockholders' Equity | 6. Equity Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended September 30, 2015 and 2014, was approximately 7.89% and 9.75%, respectively, based on historical data. Valuation and Expense Information: The weighted-average fair value of stock-based compensation is based on the Black-Scholes-Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized using the accrual method over the vesting period of the options. The fair value calculations are based on the following assumptions: Nine Months Ended Nine Months Ended Risk free interest rate 0.04% - 3.28% 0.04% - 3.73% Expected life (years) 3.26 - 6.33 2.82 - 7.00 Expected volatility 120.74% - 198.38% 93.63% - 198.38% Expected dividends None None There were no stock options granted during the three month period ended September 30, 2015. The Company granted 36,633 stock options during the nine months ended September 30, 2015 at a weighted average exercise price of $0.0224 per share. There were no stock options exercised during the three- and nine-months ended September 30, 2015. There were no stock options granted during the three months ended September 30, 2014. The Company granted 2,500 stock options during the nine months ended September 30, 2014 at a weighted average exercise price of $0.0273 per share. There were no stock options exercised during the three- and nine-months ended September 30, 2014. The following table summarizes the allocation of stock-based compensation expense related to stock option grants for the three- and nine-month periods ended September 30, 2015 and 2014. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 35 $ 16 $ 148 $ 64 Sales and marketing $ 26 $ 17 $ 112 $ 54 General and administrative $ 47 $ 29 $ 192 $ 112 Director options $ 8 $ 3 $ 35 $ 12 Stock-based compensation expense $ 116 $ 65 $ 487 $ 242 A summary of option activity under the Company's plans as of September 30, 2015 and 2014 is as follows: Options 2015 2014 Shares Weighted Share Weighted (Years) Aggregate Value Shares Weighted Share Weighted (Years) Aggregate Value Outstanding at January 1, 72,012 $ 0.04 $ - 69,537 $ 0.05 $ - Granted 36,633 $ 0.02 $ - 2,500 $ 0.03 $ - Exercised - - $ - - $ - $ - Forfeited or expired (2,150) $ 0.03 $ - (1,077) $ 0.05 $ - Outstanding at 106,495 $ 0.04 4.39 $ - 70,960 $ 0.05 4.30 $ - Vested and 103,820 $ 0.03 3.21 $ - 63,996 $ 0.05 4.30 $ - Exercisable at September 30 69,757 $ 0.04 3.53 $ - 55,102 $ 0.05 3.98 $ - The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2015: Range of Exercise Prices Options Outstanding Options Exercisable Number Weighted Weighted Number Weighted $0.01 - $0.02 3,000 6.23 $ 0.02 584 $ 0.02 $0.02 - $0.03 53,170 5.21 $ 0.02 23,107 $ 0.02 $0.03 - $0.06 31,416 4.06 $ 0.05 27,157 $ 0.05 $0.06 - $0.20 18,909 2.32 $ 0.07 18,909 $ 0.07 106,495 4.39 $ 0.04 69,757 $ 0.04 The following table summarizes the Company's non-vested option shares as of September 30, 2015: Non-vested Option Shares Shares Weighted Average Non-vested at January 1, 2015 14,954 $ 0.04 Granted 36,633 $ 0.02 Forfeited (1,020) $ 0.02 Vested (13,829) $ 0.03 Non-vested at September 30, 2015 36,738 $ 0.02 As of September 30, 2015, there was $363 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 3.2 years. Preferred Stock Information with respect to the class of Preferred Stock at September 30, 2015 is as follows: Class of Annual Annual Liquidation Conversion Total Common Series A-1 8% Quarterly in $ 1.00 $ 0.1400 929 6,633 Series B 10% Quarterly in $ 1.50 $ 0.0433 13,191 304,430 Series C 10% Quarterly in $ 1.50 $ 0.0225 5,356 238,056 Series D-1 10% Quarterly in $ 1.00 $ 0.0225 7,878 350,127 Series D-2 10% Quarterly in $ 1.00 $ 0.0500 6,223 124,470 Information with respect to in-kind dividends issued on the Company's Preferred Stock for the three and nine-month periods ended September 30, 2015 and September 30, 2014 is as follows: Dividends Beneficial Conversion Feature Related to Dividends Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2015 2014 2015 2014 2015 2014 2015 2014 Series A-1 $ 18 $ 22 $ 53 $ 63 $ - $ - $ - $ - Series B 324 294 939 852 - - - - Series C 132 119 382 345 - 64 13 114 Series D-1 192 128 516 329 - 107 16 151 Series D-2 153 145 445 400 - - - - Total $ 819 $ 708 $ 2,335 $ 1,989 $ - $ 171 $ 29 $ 265 Series D Preferred Stock On February 7, 2014, the Company sold for $733 in cash, net of a $47 administrative fee paid in cash to SG Phoenix and a nonrelated third party, 520 shares of Series D-1 Preferred Stock and 260 shares of Series D-2 Preferred Stock. The investors received one hundred percent (100%) warrant coverage. These warrants have an exercise price of $0.0225 per share, are immediately exercisable and expire December 31, 2016. The warrants are exercisable in whole or in part and contain a cashless exercise provision. On March 6, 2014, the Company sold for $406 in cash, net of $4 in administrative fees paid in cash to an unrelated third party, 273 shares of Series D-1 Preferred Stock and 137 shares of Series D-2 Preferred Stock. The investors received one hundred percent (100%) warrant coverage. These warrants have an exercise price of $0.0275 per share, are immediately exercisable and expire December 31, 2016. The warrants are exercisable in whole or in part and contain a cashless exercise provision. SG Phoenix received warrants to purchase 3,000 shares of common stock, and two unrelated parties received warrants to purchase an aggregate of 1,600 shares of common stock in payment of administrative and related fees associated with the financings, in addition to the cash payments discussed above. These warrants have an exercise price of $0.0275 per share, are immediately exercisable and expire three (3) years from the date of issuance. The warrants are exercisable in whole or in part and contain a cashless exercise provision. On March 24, 2015, the Company sold for $1,200 in cash, net of $33 in administrative fees paid in cash to SG Phoenix, 1,233 shares of Series D-1 Preferred Stock. The investors received 27,400 warrants, immediately exercisable into common stock of the Company at an exercise price of $0.0225 per share. The warrants expire March 23, 2018. The Company ascribed a value of $366 to the warrants using the Black-Scholes-Merton pricing model. See the warrant table below for more detail. The warrants are exercisable in whole or in part and contain a cashless exercise provision. On July 23, 2015, the Company sold for $325 in cash, net of $4 in administrative fees paid in cash to SG Phoenix, 329 Shares of Series D-1 Preferred Stock. The investors received 13,160 warrants, immediately exercisable into common stock of the Company at $0.0125 per share. The warrants expire July 22, 2018. The Company ascribed a value of $91 to the warrants using the Black-Scholes-Merton pricing model. See the warrant table below for more detail. The warrants are exercisable in whole or in part and contain a cashless exercise provision. Warrants On February 23, 2015, the Company and Venture Champion Asia Limited, an affiliate of IGC Global Limited, mutually agreed to terminate the $2,000 Credit Agreement signed in May 2014. At the time of the termination of the Credit Agreement, no amount was owed by the Company under the Credit Agreement, and contemporaneously with the termination of the Credit Agreement, the 10,909 warrants were likewise terminated. A summary of the warrant activity is as follows: September 30, 2015 September 30, 2014 Warrants Weighted Warrants Weighted Outstanding at beginning of period 213,521 $ 0.0289 77,155 $ 0.0289 Issued 40,560 0.0193 124,711 0.0275 Expired/Cancelled (16,259) 0.0500 (28,052) 0.0225 Outstanding at end of period 237,822 $ 0.0264 173,814 $ 0.0286 Exercisable at end of period 237,822 $ 0.0264 173,814 $ 0.0286 A summary of the status of the warrants outstanding and exercisable as of September 30, 2015 is as follows: Number of Warrants Weighted Average Remaining Life Weighted Average Exercise Price Warrants 27,400 2.52 $ 0.0225 Warrants 193,968 1.26 $ 0.0275 Warrants 3,294 0.13 $ 0.0500 Warrants 13,160 2.83 $ 0.0125 237,822 1.48 $ 0.0264 |