Note 10 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 |
Notes | ' |
Note 10 - Stockholders' Equity | ' |
NOTE 10 - STOCKHOLDERS’ EQUITY |
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Preferred Stock |
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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 Issuances |
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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 July 11, 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 8. 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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From October 10 to December 31, 2013 we received gross proceeds of $650,000 from accredited investors at a price of $1.00 per unit and issued 650,000 shares of common stock and two-year warrants to purchase 650,000 shares of common stock at an exercise price of $1.25 per share. |
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The net proceeds of $650,000 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 $217,155 and the balance of the proceeds of $432,845 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 – 2 years, risk free interest rate – 0.28% to 0.38%, volatility – 81.5% to 113.0%, and an expected dividend rate of 0%. |
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2013 Issuances of common stock |
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During the year ended December 31, 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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During the year ended December 31, 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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During the year ended December 31, 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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2012 Unit Offering |
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From January 24 to November 21, 2012 we sold 474,632 units at a subscription price of $3.50 per unit for gross proceeds of $1,661,199 in our unit private placement. Each unit consisted of one share of common stock and a three-year warrant to purchase one share of common stock at an exercise price of $3.75 per share. A total of 474,632 shares of common stock and warrants to purchase 474,632 shares of common stock at an exercise price of $3.75 were issued. Included in these amounts are 12,000 shares of our common stock and 12,000 warrants issued upon the conversion of $42,000 in accounts payable to a vendor and 55,267 shares of our common stock and 55,267 warrants issued upon the conversion of loans totaling $193,431 (including accrued interest and loan fees of $18,431). Also included in these amounts is cash investment of $105,000 and $15,000 received from two of our board members. |
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The net proceeds of $1,425,768 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The allocated fair value of the warrants was $583,638 and the balance of the proceeds of $842,130 was allocated to the common stock. |
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The fair value of the shares issued to the vendor upon conversion of $42,000 of accounts payable was $70,920 based on the closing market price of our common stock on the date of conversion. The fair value of the warrant issued was $46,979. We recognized a loss on conversion of accounts payable based on the difference between the fair value of the common stock and warrants issued to the vendor in the amount of $75,599. |
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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: |
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Closing market price of common stock | | $0.70 to $6.00 | | | | | | | | |
Estimated volatility | | 81.0% to 307.9% | | | | | | | | |
Risk free interest rate | | 0.28% to 0.56% | | | | | | | | |
Expected dividend rate | | - | | | | | | | | |
Expected life | | 3 years | | | | | | | | |
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On October 10, 2012 the board of directors reset the exercise price of the $3.75 per share warrants to purchase 474,632 warrants issued from $3.75 per share to $2.00 per share. All other terms and conditions of the warrants remain unchanged. Included in the total are 50,682 warrants owned by two members of our board of directors. As a result of this reduction in price, the original allocation of the net proceeds of $1,425,768 would have resulted in $629,619 being allocated to the warrants and the balance of the proceeds of $796,149 was allocated to the common stock. |
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On January 25, 2013 we amended the terms of the 2012 Unit Offering, 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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2012 Issuances of common stock |
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On September 11, 2012 we issued 12,500 shares of common stock with a fair value of $30,625 based on the closing market price as of that date to a vendor for services. We recognized this as marketing expense in the accompanying statement of operations for the year ended December 31, 2012. |
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Effective July 24, 2012 we issued 59,000 shares of our restricted common stock valued at $142,780 based on the closing market price for our common stock of $2.42 per share pursuant to an agreement with a vendor for investor relations services. Effective August 31, 2012, we terminated the contract pursuant to its terms and cancelled the issuance of 52,858 shares. Accordingly, we recognized the fair value of the 6,142 shares of $14,864 as marketing expense in the accompanying statements of operations for the year ended December 31, 2012. |
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From August 31, 2012 to December 31, 2012 we issued 56,208 shares of common stock with a fair value of $62,500 to SAM Advisors, LLC. The issuances were based in 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, Inc. is an entity controlled by William B. Smith, our chairman and chief executive officer. |
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On December 20, 2012, we completed a private placement to accredited investors of 525,000 restricted shares of our common stock, at a purchase price of $0.80 per share, for gross proceeds of $420,000. As part of the private placement, the investors were issued three-year warrants to purchase 525,000 shares of our common stock, at an exercise price of $1.50 per share. |
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The net proceeds of $400,000 were allocated based on the relative fair values of the common stock and the warrants on the dates of issuance. The allocated fair value of the warrants was $127,787 and the balance of the proceeds of $272,213 was allocated to the common stock. 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: |
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Closing market price of common stock | | $0.70 | | | | | | | | |
Estimated volatility | | 101.20% | | | | | | | | |
Risk free interest rate | | 0.39% | | | | | | | | |
Expected dividend rate | | - | | | | | | | | |
Expected life | | 3 years | | | | | | | | |
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In addition, on December 20, 2012, we entered into a settlement and release agreement with a vendor and issued 250,000 shares of our restricted common stock and three-year warrants to purchase 250,000 shares of our common stock at an exercise price of $1.50 per share, in settlement of $250,000 of trade accounts payable. The fair value of the shares issued was $175,000 based on the closing market price of our common stock on the date of conversion. The fair value of the warrant issued was $82,151. We recognized a loss on conversion of accounts payable based on the difference between the fair value of the common stock and warrants issued to the vendor in the amount of $7,151. |
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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: |
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Closing market price of common stock | | $0.70 | | | | | | | | |
Estimated volatility | | 101.20% | | | | | | | | |
Risk free interest rate | | 0.39% | | | | | | | | |
Expected dividend rate | | - | | | | | | | | |
Expected life | | 3 years | | | | | | | | |
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Also on December 20, 2012, we entered into a settlement and release agreement with another vendor and issued 64,256 shares of our restricted common stock in settlement of $64,256 of trade accounts payable. The fair value of the shares issued was $44,979 based on the closing market price of our common stock on the date of conversion. We recognized a gain on conversion of accounts payable based on the difference between the fair value of the common stock issued to the vendor in the amount of $19,277. |
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Stock issuances |
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A summary of activity related to grants of common stock under the 2007 Stock Incentive Plan as of December 31, 2013 is presented below. |
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| Number of Shares | | Grant Date Fair Value | | | | | | | |
Outstanding, December 31, 2011 | 131,393 | | $4.60 to $22.80 | | | | | | | |
Granted | 168,500 | | $3.26 | | | | | | | |
Forfeited | (2,795) | | $8.00 | | | | | | | |
Outstanding, December 31, 2012 | 297,098 | | $2.24 to $22.80 | | | | | | | |
Granted | 399,231 | | $1.20 to $1.61 | | | | | | | |
Forfeited | - | | - | | | | | | | |
Outstanding, December 31, 2013 | 696,329 | | $1.20 to $22.80 | | | | | | | |
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Vested, December 31, 2013 | 524,070 | | $1.20 to $22.80 | | | | | | | |
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A summary of the status of our nonvested stock grants as of December 31, 2013 and changes during the year ended December 31, 2013 is presented below. |
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Nonvested Stock Grants | Number of Shares | | Weighted Average Grant Date Fair Value | | | | | | | |
Nonvested at December 31, 2012 | 168,500 | | $ 8.00 | | | | | | | |
Granted | 399,231 | | 1.29 | | | | | | | |
Forfeited | - | | - | | | | | | | |
Vested | (395,472) | | 9.20 | | | | | | | |
Nonvested at December 31, 2013 | 172,259 | | $ 3.26 | | | | | | | |
We made the following common stock awards for the year ended December 31, 2013 from the 2007 Stock Incentive Plan: |
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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 $544,889 and $311,336 of compensation expense related to restricted stock issuances as general and administrative and research and development expenses for the years ended December 31, 2013 and 2012, respectively. |
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At December 31, 2013 there are 172,259 shares of unvested restricted stock representing $207,587 of unrecognized compensation expense which we anticipate will be recognized in the first half of 2014. |
We made the following common stock awards for the year ended December 31, 2012 from the 2007 Stock Incentive Plan: |
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On June 1, 2012 we granted a total of 148,500 shares of restricted common stock to the six non-executive board members for service on the board of directors. The shares had a fair value of $504,900 based on the closing market price of $3.40 on the date of grant. The shares vested on June 1, 2013. |
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On August 17, 2012 we granted 20,000 shares of restricted common stock to an officer for service. The shares had a fair value of $44,800 based on the closing market price of $2.24 on the date of grant. The shares vested on August 17, 2013. |
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On July 28, 2011, Bill K. Hamlin, then a member of our board of directors, was appointed to the positions of President and Chief Operating Officer of Vu1. As part of his employment agreement, Mr. Hamlin agreed to convert $105,000 of his annual salary into 13,125 shares of our common stock at a conversion price of $8.00 per share, based on the closing market price of our common stock on the first day of his employment. These shares vested in twelve equal monthly installments over the term of his employment agreement. Mr. Hamlin resigned his position as President and Chief Operating Officer and director effective May 11, 2012. We recognized a total of $37,869 of compensation expense relative to the 4,734 shares of common stock that vested during the year ended December 31, 2012. A total of 2,795 shares of unvested common stock were forfeited in 2012. |
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Option issuances |
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A summary of activity related to stock options under the 2007 Stock Incentive Plan as of December 31, 2013 is presented below. |
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| Number of Shares | | Exercise price range | | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value |
Outstanding, December 31, 2011 | 591,181 | | $4.60 to $20.00 | | $ | 10.04 | | 5.9 | | $ 3,150 |
Granted | - | | - | | $ | - | | | | |
Exercised | - | | - | | $ | - | | | | |
Forfeited | (282,177) | | $4.60 to $13.00 | | $ | 8.32 | | | | |
Outstanding, December 31, 2012 | 309,004 | | $4.60 to $20.00 | | $ | 11.62 | | 6.0 | | $ - |
Granted | 317,600 | | $1.28 to $1.70 | | $ | 1.65 | | | | |
Exercised | - | | - | | $ | - | | | | |
Forfeited | (31,516) | | $7.80 to $20.00 | | $ | 12.54 | | | | |
Outstanding, December 31, 2013 | 595,088 | | $1.28 to $20.00 | | $ | 6.15 | | 3.7 | | $ - |
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Exercisable, December 31, 2013 | 511,755 | | $1.28 to $20.00 | | $ | 6.87 | | 3.7 | | $ - |
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The aggregate intrinsic value of the stock options fluctuates in relation to the market price of our common stock as reflected on the OTC Bulletin Board. |
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The range of exercise prices for options outstanding and options exercisable under the 2007 Stock Incentive Plan at December 31, 2013 are as follows: |
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Range of Exercise Prices | | Weighted Average Remaining Contractual Life of Options Outstanding (in years) | | Options Outstanding | | Options Exercisable |
| | | | Number of Shares | | Weighted Average Exercise Price | | Number of Shares | | Weighted Average Exercise Price |
$1.28 to $1.70 | | 4.9 | | 317,600 | | $ 1.65 | | 234,267 | | $ 1.64 |
$4.60 | | 4 | | 20,000 | | $ 4.60 | | 20,000 | | $ 4.60 |
$7.60 to $8.60 | | 5.2 | | 140,407 | | $ 8.17 | | 140,407 | | $ 8.17 |
$10.20 to $13.00 | | 6.1 | | 52,501 | | $ 11.45 | | 52,501 | | $ 11.45 |
$20.00 | | 4.7 | | 64,580 | | $ 20.00 | | 64,580 | | $ 20.00 |
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A summary of the status of our nonvested options as of December 31, 2013 and changes during the year ended December 31, 2013 is presented below. |
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Nonvested Options | Number of Shares Underlying Options | | Weighted Average Grant Date Fair Value | | | | | | | |
Nonvested at December 31, 2012 | 2,828 | | $ 7.80 | | | | | | | |
Granted | 317,600 | | 1.65 | | | | | | | |
Forfeited or expired | (2,828) | | 7.80 | | | | | | | |
Vested | (234,267) | | 1.65 | | | | | | | |
Nonvested at December 31, 2013 | 83,333 | | $ 1.70 | | | | | | | |
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We made the following stock option awards for the year ended December 31, 2013 from the 2007 Stock Incentive Plan: |
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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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On November 11, 2013 we issued five-year, fully vested options to purchase 25,000 shares of common stock at an exercise price of $1.28 per share to a consultant. The fair value of the options granted of $22,055 was calculated using the Black-Scholes option valuation model with the following assumptions – expected life – 5 years, risk free interest rate – 1.47%, volatility – 88.5%, and an expected dividend rate of 0%. |
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We recognized compensation expense of $478,228 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 years ended December 31, 2013 and 2012, respectively. |
During the year ended December 31, 2013 options to purchase 30,266 shares of common stock at a weighted average exercise price of $14.32 expired unexercised. |
There were no grants of stock options from the 2007 Stock Incentive Plan for the year ended December 31, 2012. |
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We recognized compensation expense of $544,577 and $445,685 related to the vested portion of stock and stock options based on their estimated grant date fair value as research and development expense or general and administrative expense based on the specific recipient of the award for the years ended December 31, 2013 and 2012, respectively. |
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At December 31, 2013, there are 319,231 shares of unvested restricted stock issued in 2013 of which we anticipate $207,587 of unrecognized compensation expense will be recognized in 2014. At December 31, 2013, we have unrecognized compensation expense related to stock options of $26,824 which will be recognized in 2014. |
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As of December 31, 2013, the 2007 Stock Incentive Plan has 1,223,299 shares available for future grants of stock or options. |
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Warrant Issuances and Exercises |
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We issue new shares when warrants are exercised. There were no warrants exercised during the years ended December 31, 2013 and 2012. |
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2013 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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On January 25, 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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From April 9 to July 11, 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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From October 10 to December 31, 2013 we issued two-year warrants to purchase 650,000 shares of common stock at an exercise price of $1.25 per share in our unit offering described above. |
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In February, 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 7. |
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During the year ended December 31, 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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2012 Warrants |
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During year ended December 31, 2012 we issued three year warrants at an exercise price of $3.75 per share to purchase 474,632 shares of common stock in our unit offering described above. On October 10, 2012 the board of directors reset the exercise price of the $3.75 per share warrants to purchase 474,632 warrants issued from $3.75 per share to $2.00 per share. All other terms and conditions of the warrants remain unchanged. Included in the total are 50,682 warrants owned by two members of our board of directors. |
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Also during the year ended December 31, 2012 we issued three year warrants at an exercise price of $11.00 per share to purchase 57,500 shares of common stock to three investors upon the conversion of a convertible bridge notes as described in Note 7. |
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On December 20, 2012, we issued three-year warrants to purchase 525,000 shares of our common stock at an exercise price of $1.50 per share in conjunction with a private placement as of that date as described above. |
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In addition, on December 20, 2012, we issued three-year warrants to purchase 250,000 shares of our common stock at an exercise price of $1.50 per share, in settlement of $250,000 of trade accounts payable as described above. |
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On January 24, 2012, the exercise price of the warrants to purchase 262,750 shares of common stock issued in conjunction with our February 9, 2011 private placement was reduced from $11.00 per share to $9.00 per share as a result of the issuance of the common stock and warrants in our unit private placement describe above. |
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During the year ended December 31, 2012 warrants to purchase a total of 214,975 shares of common stock with a weighted average exercise price of $15.55 expired unexercised. |
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A summary of activity related to our warrants as of December 31, 2013 is presented below. |
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| Number of Shares | | Exercise price range | | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term (Years) | | |
Outstanding, December 31, 2011 | 921,963 | | $7.60 to $20.00 | | $ | 13.60 | | 2.7 | | |
Granted | 1,307,132 | | $1.50 to $11.00 | | $ | 2.10 | | | | |
Exercised | - | | - | | $ | - | | | | |
Forfeited | (214,975) | | $15.00 to $20.00 | | $ | 15.55 | | | | |
Outstanding, December 31, 2012 | 2,014,120 | | $1.50 to $20.00 | | $ | 5.67 | | 2.6 | | |
Granted | 2,988,966 | | $1.25 to $11.00 | | $ | 1.86 | | 1.8 | | |
Exercised | - | | - | | | | | | | |
Forfeited | (230,858) | | $7.60 to $20.00 | | $ | 15.31 | | | | |
Outstanding, December 31, 2013 | 4,772,228 | | $1.25 to $13.00 | | $ | 2.76 | | 1.8 | | |
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Exercisable, December 31, 2013 | 4,772,228 | | $1.25 to $13.00 | | $ | 2.76 | | 1.8 | | |
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The following table summarizes our outstanding warrants as of December 31, 2013: |
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Exercise | | Warrants | | Remaining Contractual | | Number | | | | |
Price | | Outstanding | | Life (Years) | | Exercisable | | | | |
$1.25 | | 650,000 | | 1.9 | | 650,000 | | | | |
$1.50 | | 2,909,360 | | 1.6 | | 2,909,360 | | | | |
$2.00 | | 580,667 | | 2.5 | | 580,667 | | | | |
$9.00 | | 262,750 | | 2.1 | | 262,750 | | | | |
$11.00 | | 156,071 | | 1.9 | | 156,071 | | | | |
$13.00 | | 213,380 | | 2.5 | | 213,380 | | | | |
| | 4,772,228 | | 1.8 | | 4,772,228 | | | | |
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