Note 8 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Notes | ' |
Note 8 - Stockholders' Equity | ' |
NOTE 8 – STOCKHOLDERS’ EQUITY |
Preferred Stock |
Our Amended and Restated Articles of Incorporation allow us to issue up to 10,000,000 shares of preferred stock without further stockholder approval and upon such terms and conditions, and having such rights, preferences, privileges, and restrictions as the Board of Directors may determine. No preferred shares are currently issued and outstanding. |
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Common Stock |
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2012 Unit Offering Amendment |
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During 2012, we issued a total of 474,632 shares of our restricted common stock and three-year warrants to purchase 474,632 shares of our common stock at an exercise price of $2.00 per share pursuant to a private placement to accredited investors at a price of $3.50 per unit. Each unit was comprised of one share of common stock and one warrant. On January 25, 2013 we amended the terms of the private placement, reducing the purchase price of the unit to $1.00 and reducing the exercise price of the warrant to $1.50 per share. As a result of the amendment, the Company issued an additional 1,186,567 shares of common stock to those investors and increased the number of shares reserved for issuance upon the exercise of the warrants by 1,186,567. The issuance of the shares under the amendment was considered non-compensatory; therefore, there was no effect on the results of operations. The effect of the issuance was a reallocation of the original gross proceeds among additional paid-in capital accounts attributable to the shares and warrants, based on the relative fair values of the instruments delivered in total, including those issued under the amended terms. As a result of this reduction in price and change in the number of issued shares, the allocation of the net proceeds of $1,425,768 would have resulted in $587,989 being allocated to the warrants and the balance of the proceeds of $837,779 would have been allocated to the common stock. |
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2013 Unit Offerings |
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On January 25, 2013 we completed a private placement to accredited investors of 105,000 restricted shares of our common stock, at a purchase price of $1.00 per share, for gross proceeds of $105,000. As part of the private placement, the investors were issued three-year warrants to purchase 105,000 shares of our common stock, at an exercise price of $1.50 per share. |
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The net proceeds were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $52,363 and the balance of the proceeds of $52,637 was allocated to the common stock. |
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The fair value of the warrants issued in our unit private placement was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 3 years, risk free interest rate – 0.42%, volatility – 346.4%, and an expected dividend rate of 0%. |
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From April 9 to September 30, 2013 we raised gross proceeds of $871,000 in a unit private placement to accredited investors at a price of $1.50 per unit. Each unit is comprised of one share of common stock and one three-year warrant to purchase common stock at an exercise price of $2.00 per share. Included in the proceeds is $110,000 of principal and interest which was converted into the unit offering as described in Note 7. Also included is $10,000 received from a member of our board of directors. We issued an aggregate of 580,667 shares of common stock and warrants to purchase 580,667 shares of common stock at an exercise price of $2.00 per share. |
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The net proceeds of $761,000 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The amount allocated to the fair value of the warrants was $256,836 and the balance of the proceeds of $504,164 was allocated to the common stock. The fair value of the warrants issued was computed using the Black Scholes Option Pricing model using the following assumptions – expected life – 3 years, risk free interest rate – 0.34% to 0.65%, volatility – 91.4% to 150.3%, and an expected dividend rate of 0%. |
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Issuances of common stock |
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During the nine months ended September 30, 2013 we issued 685,667 shares of common stock in our unit offerings described above and 368,162 shares of common stock upon the conversion of three of the convertible bridge loans as described in Note 6. |
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From January 1 to September 30, 2013 we issued 48,842 shares of common stock with a fair value of $75,000 to SAM Advisors, LLC. The issuances were based on the closing market prices as of the date of issuance pursuant to our agreement to convert their $12,500 monthly consulting fee to stock at the closing market price on the last business day of each month. SAM Advisors, LLC is an entity controlled by William B. Smith, our chairman and chief executive officer. Effective July 1, 2013 Mr. Smith receives this amount in cash. |
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From January 1 to September 30, 2013 we issued 6,143 shares of common stock with a fair value of $11,250 to Charles Hunt, a member of our board of directors. The issuances were based in the closing market prices as of the date of issuance pursuant to our agreement to convert $3,750 of his monthly consulting fee to stock at the closing market price on the last business day of each month. |
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Stock and Stock Options issued and exercised pursuant to the 2007 Stock Incentive Plan |
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On August 26, 2013 the board of directors increased the number of shares authorized for issuance under the 2007 Stock Incentive Plan by 1,500,000 shares to a total of 2,500,000 shares. |
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Stock issuances |
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On February 20, 2013 we issued 80,000 shares of restricted stock from the 2007 Stock Incentive Plan to two board members and an officer for services vesting on the date of grant. The shares had a fair value of $128,800 based on the closing market price of our common stock on that date of $1.61 per share. |
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On June 15, 2013 we issued 19,231 shares of restricted common stock to a consultant for services vesting in equal monthly installments through the one year anniversary date of service. The shares had a fair value of $25,000 based on the closing market price of our common stock of $1.30 as of that date. |
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On August 26, 2013 we issued 300,000 shares of restricted common stock to our non-executive board members and an officer for services vesting ratably through June 1, 2014. The shares had a fair value of $360,000 based in the closing market price of $1.20 as of that date. |
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We recognized a total of $57,302, $132,665, $419,617 and $172,780 of compensation expense related to restricted stock issuances as general and administrative and research and development expenses for the three and nine months ended September 30, 2013 and 2012, respectively. |
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At September 30, 2013 there are 275,989 shares of unvested restricted stock representing $332,547 of unrecognized compensation expense of which we anticipate $124,960 to be recognized through December 31, 2013 and $207,587 will be recognized in the first half of 2014. |
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Stock Option issuances |
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On February 20, 2013 we issued ten-year, fully vested options to purchase 42,600 shares of common stock from the 2007 Stock Incentive Plan at an exercise price of $1.61 per share to two board members and an officer for services. The fair value of the options granted of $68,741 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life –10 years, risk free interest rate –2.02%, volatility –246.2%, and an expected dividend rate of 0%. |
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On March 11, 2013 we issued five-year options to purchase 250,000 shares of common stock at an exercise price of $1.70 per share to William B. Smith, our Chairman and Chief Executive Officer. A total of 83,334 options vested immediately, with an additional 83,333 shares vesting on the six month and twelve month anniversary of the options. In addition, certain performance based criteria provide for the potential acceleration of the vesting schedule. The fair value of the options granted of $410,540 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 5 years, risk free interest rate – 0.9%, volatility – 188.8%, and an expected dividend rate of 0%. |
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We recognized compensation expense of $87,429, $1,933, $422,062 and $132,416 related to the vested portion of stock options based on their estimated grant date fair value as marketing expense, research and development expense or general and administrative expense based on the specific recipient of the award for the three and nine months ended September 30, 2013 and 2012, respectively. |
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At September 30, 2013, we have unrecognized compensation expense related to stock options of $60,935, of which we anticipate $34,212 will be recognized through December 31, 2013 and $26,724 will be recognized in 2014. |
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During the nine months ended September 30, 2013 options to purchase 30,266 shares of common stock at a weighted average exercise price of $14.32 expired unexercised. |
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Warrants |
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As a result of the amendment of our 2012 Unit Offering as described above, the Company issued warrants to purchase an additional 1,186,567 shares of common stock at an exercise price of $1.50 per share to the investors in the offering. |
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During the nine months ended September 30, 2013 we issued three year warrants to purchase 105,000 shares of common stock at an exercise price of $1.50 per share in our unit offering described above. |
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During the nine months ended September 30, 2013 we issued three year warrants to purchase 580,667 shares of common stock at an exercise price of $2.00 per share in our unit offering described above. |
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Also during the nine months ended September 30, 2013 we issued three year warrants to purchase 368,162 shares of our common stock at an exercise price of $1.50 per share and three year warrants to purchase 98,571 shares of our common stock at an exercise price of $11.00 per share to three investors upon the conversion of convertible bridge notes as described in Note 6. |
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During the nine months ended September 30, 2013 warrants to purchase a total of 230,858 shares of common stock with a weighted average exercise price of $15.31 expired unexercised. |
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A summary of our outstanding warrants at September 30, 2013 is as follows: |
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| | | | Weighted-Average | | |
Exercise | | Warrants | | Remaining Contractual | | Number |
Price | | Outstanding | | Life (Years) | | Exercisable |
$1.50 | | 2,909,360 | | 1.9 | | 2,909,360 |
$2.00 | | 580,667 | | 2.7 | | 580,667 |
$9.00 | | 262,750 | | 2.4 | | 262,750 |
$11.00 | | 156,071 | | 2.1 | | 156,071 |
$13.00 | | 213,380 | | 2.7 | | 213,380 |
| | 4,122,228 | | 2.3 | | 4,122,228 |
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