4. Stockholders’ Equity | Common Stock The Company has authorized 1,000,000,000 shares of common stock with $0.001 par value, of which 2,371,017 were issued and outstanding as of December 31, 2015. For the year ended December 31, 2014, there were 195,000,000 authorized shares of common stock, of which 96,889 were issued and outstanding. For the year ended December 31, 2015, the Company issued 1,402,128 shares of common stock as listed below: Sales of unregistered securities - Issuance - For Cash 40,000 Issuance - For Debt Repayment 152,117 Series C Conversion 1,006,777 Series C Dividends 18,562 Series B Dividends 11,086 Option Exercised 1,786 Warrant Exercised - Cashless 95,413 Warrant Exercised For Cash 13,500 Issued for December 2014 public offering warrant exchange 26,190 Issued for Consulting Services 36,697 Total 1,402,128 Preferred Stock The Company has authorized 5,000,000 shares of preferred stock with a $.001 par value. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. The board of directors designated 525,000 shares of preferred stock as redeemable convertible preferred stock, none of which remain outstanding; 3,000 shares of preferred stock as Series B Convertible Preferred Stock, of which none and 1,277 shares were issued and outstanding at December 31, 2015 and December 31, 2014, respectively; and 9,000 shares of preferred stock as Series C Convertible Preferred Stock, of which 5,555 and 0 shares were issued and outstanding at December 31, 2015 and December 31, 2014, respectively. Series B Convertible Preferred Stock Pursuant to the terms of the Series B Preferred Stock set forth in the Series B designations, shares of Series B Preferred Stock were convertible into common stock by their holder at any time, and were mandatorily convertible upon the achievement of certain conditions, including the receipt of certain approvals from the U.S. Food and Drug Administration and the achievement by the Company of specified average trading prices and volumes for the common stock. Holders of the Series B Preferred Stock were entitled to quarterly dividends at an annual rate of 10.0%, payable in cash or, subject to certain conditions, common stock, at the Companys option. Preferred dividends totaled approximately $352,000 and $152,000 for 2015 and 2014, respectively. Dividends were paid via issuance of common stock. The Series B Preferred Stock was originally issued with Tranche A warrants to purchase 18,581 shares of common stock and Tranche B warrants purchasing 18,581 shares of common stock, both at an exercise price of $108.00 per share. On June 30, 2015, as consideration for obtaining consents to an amendment to the Series B designations, the Company reduced the exercise price of the Tranche A warrants from $108.00 to $10.455 per share, and the exercise price of the Tranche B warrants from $10.455 to $9.00 per share. The change in exercise price of these warrants resulted in a deemed dividend totaling $64,000 that has been recorded as an increase to additional paid-in capital with an offsetting charge to retained earnings. The deemed dividend has been subtracted from income (added to the loss) in computing loss per common stockholder. At December 31, 2015, as a result of the operation of certain anti-dilution provisions, the Tranche B warrants were convertible into 1,292,819 shares of common stock. These warrants are re-measured based upon their fair value each reporting period and classified as a liability on the Balance Sheet. Series C Convertible Preferred Stock On June 29, 2015, the Company entered into a securities purchase agreement with certain accredited investors for the issuance and sale of an aggregate of 6,737 shares of Series C convertible preferred stock, at a purchase price of $750 per share and a stated value of $1,000 per share. On September 3, 2015 the Company entered into an interim agreement amending the securities purchase agreement to provide for certain of the investors to purchase an additional aggregate of 1,166 shares. Total cash and non-cash expenses were valued at $853,000, resulting in net proceeds of $3,698,000. In connection with the transaction, the Company issued five-year warrants exercisable for an aggregate of 1,247,737 shares of common stock at an exercise price of $9.50 per share. Pursuant to the Series C certificate of designations, shares of Series C preferred stock are convertible into common stock by their holder at any time, and may be mandatorily convertible upon the achievement of specified average trading prices for the Companys common stock. At December 31, 2015, there were 5,555 shares outstanding with a conversion price of $1.03 per share, such that each share of Series C preferred stock would convert into approximately 97,324 shares of the Companys common stock, subject to customary adjustments, including for any accrued but unpaid dividends and pursuant to certain anti-dilution provisions, as set forth in the Series C certificate of designations. The conversion price will automatically adjust downward to 80% of the then-current market price of the Companys common stock 15 trading days after any reverse stock split of the Companys common stock, and 5 trading days after any conversions of the Companys outstanding convertible debt. Holders of the Series C preferred stock are entitled to quarterly cumulative dividends at an annual rate of 12.0% until 42 months after the original issuance date (the Dividend End Date), payable in cash or, subject to certain conditions, the Companys common stock. In addition, upon conversion of the Series C Preferred Stock prior to the Dividend End Date, the Company will also pay to the converting holder a make-whole payment equal to the amount of unpaid dividends through the Dividend End Date on the converted shares. The Series C preferred stock generally has no voting rights except as required by Delaware law. Upon the Companys liquidation or sale to or merger with another corporation, each share will be entitled to a liquidation preference of $1,000, plus any accrued but unpaid dividends. The Company has provisionally allocated net proceeds totaling $935,200 to the fair value of the Series C preferred stock. The effective conversion price of $935,000 allocated to the Series C preferred stock resulted in an associated beneficial conversion feature totaling $148,000 that has been recorded as an increase to additional paid-in capital with an offsetting charge to retained earnings representing a deemed dividend. The deemed dividend has been subtracted from income (added to the loss) in computing loss per common stockholder. In addition, the purchasers of the Series C preferred stock received, on a pro rata basis, warrants exercisable to purchase an aggregate of approximately 106.4 million shares of Companys common stock. The warrants contain anti-dilution adjustments in the event that the Company issues shares of common stock, or securities exercisable for or convertible into shares of common stock, at prices below the exercise price of such warrants. As a result of the anti-dilution protection, the Company is required to account for the warrants as a liability recorded at fair value each reporting period. The Company has valued the warrants using a Binomial model and allocated $1,349,000 to the fair value of the warrants. At December 31, 2015, the exercise price per share was $1.03. Stock Options Under the Companys 1995 Stock Plan (the Plan), a total of 26,616 shares remained available at December 31, 2015 and 105,936 shares were subject to stock options outstanding as of that date, bringing the total number of shares subject to stock options outstanding and those remaining available for issue to 132,552 shares of common stock as of December 31, 2014. The Plan allows the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. The exercise price of options is determined by the Companys board of directors, but incentive stock options must be granted at an exercise price equal to the fair market value of the Companys common stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. The fair value of stock options granted in 2015 and 2014 were estimated using the Black-Scholes option pricing model. A summary of the assumptions used in determining the fair value of options follows: 2015 2014 Expected volatility 152.32 % 157.70 % Expected option life in years 9.98 9.98 Expected dividend yield 0.00 % 0.00 % Risk-free interest rate 1.33 % 2.55 % Weighted average fair value per option at grant date $ 0.49 $ 0.40 Application of the Black-Scholes option pricing model involves assumptions that are judgmental and affect compensation expense. Historical information is the primary basis for the selection of expected volatility, expected option life and expected dividend yield. Expected volatility is based on the most recent historical period equal to the expected life of the option. The risk-free interest rate is based on yields of U.S. Treasury zero-coupon issues with a term equal to the expected life of the option on the date the stock options were granted. Stock option activity for each of the two years ended December 31, 2015 as follows: 2015 2014 Weighted Average Exercise Weighted Average Exercise Shares Price Shares Price Outstanding at beginning of year 69,404 $ 66.00 65,312 $ 68.00 Options granted 42,140 $ 12.00 7,548 $ 40.00 Options exercised (1,786 ) $ 48.00 (2,424 ) $ 32.00 Options expired/forfeited (3,822 ) $ 43.00 (1,031 ) $ 68.00 Outstanding at end of year 105,936 $ 45.00 69,404 $ 66.00 Options vested and exercisable at year-end 90,411 $ 49.00 59,881 $ 66.00 Options available for grant at year-end 26,616 63,148 Aggregate intrinsic value options exercised $ $ 497 Aggregate intrinsic value options outstanding $ $ 4,941 Aggregate intrinsic value options vested and exercisable $ $ 6,129 Options unvested, balance at beginning of year (1) 9,523 10,672 $ 112.00 Options granted (1) 42,140 $ 40.00 7,548 $ 40.00 Vested (1) (34,383 ) $ 66.00 (7,666 ) $ 66.00 Cancelled/Forfeited (2,455 ) $ 68.00 (1,031 $ 68.00 Balance, end of period (1) 14,825 9,523 __________________ (1) Includes awards not captured in valuation fragments The Company estimates the fair value of stock options using a Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected term, expected volatility of the Companys common stock, the risk free interest rate, option forfeiture rates, and dividends, if any. The expected term of the options is based upon the historical term until exercise or expiration of all granted options. The expected volatility is derived from the historical volatility of the Companys stock on the OTCBB market for a period that matches the expected term of the option. The risk-free interest rate is the constant maturity rate published by the U.S. Federal Reserve Board that corresponds to the expected term of the option. Warrants The following table summarizes transactions involving the Companys outstanding warrants to purchase common stock for the year ended December 31, 2015: Warrants (Underlying Shares) Outstanding, January 1, 2015 297,961 Issuances 2,751,872 Canceled / Expired (35,973 ) Exercised (211,476 ) Outstanding, December 31, 2015 2,802,384 The Company had the following shares reserved for the warrants as of December 31, 2015: Warrants (Underlying Shares) Exercise Price Per Share Expiration Date 4,399 (1) $68.00 March 31, 2016 2,852 (2) $105.00 November 20, 2016 18,581 (3) $10.46 May 23, 2018 1,292,820 (3) $1.03 May 23, 2018 2,000 (4) $50.00 April 23, 2019 5,618 (4) $45.00 May 22, 2019 1,842 (5) 38.00 September 10, 2019 3,255 (6) $46.08 September 27, 2019 7,553 (7) $28.13 December 2, 2019 83,927 (8) $9.00 December 2, 2020 83,927 (8) $11.00 December 2, 2020 20,000 (9) $25.50 March 30, 2018 17,547 (10) $11.88 June 29, 2020 526,421 (11) $1.03 June 29, 2020 273,684 (12) $1.03 September 4, 2020 289,737 (13) $1.03 September 21, 2020 5,163 (14) $11.88 September 4,2020 157,895 (15) $1.03 October 23, 2020 5,163 (16) $11.88 October 23,2020 2,802,384 (1) Issued in February 2014 as part of a buy-back of a minority interest in Interscan in December 2012. (2) Issued as part of a November 2011 private placement. (3) Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement. (4) Issued to a placement agent in conjunction with an April 2014 private placement. (5) Issued to a placement agent in conjunction with a September 2014 private placement. (6) Issued as part of a September 2014 Regulation S offering. (7) Issued to a placement agent in conjunction with a 2014 public offering. (8) Issued in June 2015 in exchange for warrants originally issued as part of a 2014 public offering. (9) Issued as part of a March 2015 private placement. (10) Issued to a placement agent in conjunction with a June 2015 private placement. (11) Issued as part of a June 2015 private placement. (12) Issued as part of a June 2015 private placement. (13) Issued as part of a June 2015 private placement. (14) Issued to a placement agent in conjunction with a June 2015 private placement. (15) Issued as part of a June 2015 private placement. (16) Issued to a placement agent in conjunction with a June 2015 private placement. |