EQUITY | The Companys Certificate of Incorporation, as amended, authorized the issuance of two classes of stock to be designated common stock and preferred stock. The preferred stock may be divided into such number of series and with the rights, preferences, privileges and restrictions as the Board of Directors may determine. Series B Convertible Redeemable Preferred Stock The Company had 239,400 shares of Series B Convertible Redeemable Preferred ( Series B Preferred Series E Convertible Preferred Stock On January 29, 2015, the Company filed the Certificate of Designations, Preferences, and Rights of the Series E Convertible Preferred Stock ( Certificate of Designations Series E Preferred Any time after the six-month period following the Issuance Date, the Company may redeem all or a portion of the Series E Preferred outstanding upon thirty (30) calendar days prior written notice (the Company's Redemption Notice In February 2015 the Company consummated a registered direct offering conducted without an underwriter or placement agent. In connection therewith, the Company issued 12,000 shares of Series E Preferred to certain investors at a price of $1,000 per share, with each share convertible into 526.32 shares of the Companys Common Stock at $1.90 per share (the Series E Financing The Company had 12,000 and 0 shares of Series E Preferred outstanding as of September 30, 2015 and December 31, 2014, respectively. At September 30, 2015 and December 31, 2014, the Company had cumulative undeclared dividends of approximately $0. There were no conversions of Series E Preferred into Common Stock during the three and nine months ended September 30, 2015. The Company issued the holders of Series E Preferred 195,577 shares of Common Stock on September 30, 2015 as payment of dividends due on this date. For the nine month period ended September 30, 2015, the Company has issued the holders of Series E Preferred 478,664 shares of Common Stock as payment of dividends due. Common Stock The following table summarizes Common Stock activity for the nine months ended September 30, 2015: Common Stock Shares outstanding at December 31, 2014 93,507,150 Shares issued pursuant to payment of stock dividend on Series E Preferred 478,664 Shares issued pursuant to options exercised for cash 39,705 Shares issued pursuant to cashless warrants exercised 45,376 Shares outstanding at September 30, 2015 94,070,895 During the nine months ended September 30, 2015, the Company issued 39,705 shares of Common Stock pursuant to the exercise of 39,705 options for cash proceeds of approximately $34,000 and issued 45,376 shares of Common Stock pursuant to the cashless exercise of 108,334 warrants. Also during the nine months ended September 30, 2015, the Company issued 478,664 shares of Common Stock in payment of the accumulated Series E Preferred dividends due and payable as of September 30, 2015. Warrants The following table summarizes warrant activity for the following periods: Warrants Weighted- Average Exercise Price Balance at December 31, 2014 977,778 $ 1.22 Granted $ Expired / Canceled (402,778 ) $ 1.90 Exercised (108,334 ) $ 1.01 Balance at September 30, 2015 466,666 $ 0.68 During the nine months ended September 30, 2015, there were 108,334 warrants exercised on a cashless basis resulting in the issuance of 45,376 shares of the Companys Common Stock. Also during the nine months ended September 30, 2015, 402,778 warrants expired. During the nine months ended September 30, 2015, the Company modified 200,000 warrants previously issued to a consultant by eliminating certain performance condition requirements resulting in such warrants vesting pursuant to the passage of time. The Company determined the modification date fair value of the vested warrants using the Black-Scholes option valuation model and recorded approximately $80,000 in expense for the nine months ended September 30, 2015. The Company used the following assumptions in the application of the Black-Scholes option valuation model: an exercise price of $1.72, a term of 0.77 years, a risk free interest rate of 2.58%, a dividend yield of 0%, and volatility of 64%. Such expense is recorded in the Companys Condensed Consolidated Statement of Operations as a component of sales and marketing expense. As of September 30, 2015, warrants to purchase 466,666 shares of Common Stock at prices ranging from $0.50 to $1.10 were outstanding. All warrants are exercisable as of September 30, 2015, and expire at various dates through September 2017, with the exception of an aggregate of 150,000 warrants, which become exercisable only upon the attainment of specified events. The intrinsic value of warrants outstanding at September 30, 2015 was approximately $384,000. Stock-Based Compensation As of September 30, 2015, the Company had one active stock-based compensation plan for employees and nonemployee directors, which authorizes the granting of various equity-based incentives including stock options and restricted stock. On July 1, 2014, the Company began soliciting written consents from its shareholders to approve an amendment to the Companys 1999 Stock Option Plan to increase the number of shares authorized for issuance thereunder from approximately 4.0 million to approximately 7.0 million (the Amendment The Company estimates the fair value of its stock options using a Black-Scholes option-valuation model, consistent with the provisions of ASC No. 718 , Compensation Stock Compensation ASC No. 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-valuation model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-valuation model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Companys Common Stock. Historical volatility factors utilized in the Companys Black-Scholes computations for the nine months ended September 30, 2015 and 2014 ranged from 77% to 121%. The Company has elected to estimate the expected life of an award based upon the SEC approved simplified method noted under the provisions of Staff Accounting Bulletin No. 110. The expected term used by the Company during the nine months ended September 30, 2015 and 2014 was 5.9 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Companys Black-Scholes calculations for the nine months ended September 30, 2015 and 2014 was 2.6%. Dividend yield is zero, as the Company does not expect to declare any dividends on the Companys Common Stock in the foreseeable future. In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has estimated an annualized forfeiture rate of approximately 0% for corporate officers, 4.1% for members of the Board of Directors and 6.0% for all other employees. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. A summary of the activity under the Companys stock option plans is as follows: Options Weighted-Average Exercise Price Balance at December 31, 2014 4,057,296 $ 1.06 Granted 1,670,000 $ 1.74 Expired/Cancelled (325,622 ) $ 2.03 Exercised (39,705 ) $ 0.87 Balance at September 30, 2015 5,361,969 $ 1.21 The intrinsic value of options exercised during the nine months ended at September 30, 2015 was approximately $25,000. The intrinsic value of options exercisable at September 30, 2015 was approximately $2,181,000. The aggregate intrinsic value for all options outstanding as of September 30, 2015 was $2,222,000. The weighted-average grant-date per share fair value of options granted during the nine months ended September 30, 2015 was $1.29. At September 30, 2015, the total remaining unrecognized compensation cost related to unvested stock options amounted to approximately $1,765,000 which will be recognized over a weighted-average period of 2.5 years. In September 2015, the Company issued an aggregate of 425,000 stock options to purchase shares of the Companys common stock to certain members of the Companys management team. Such options contain certain performance conditions affecting the vesting of these options. The Company evaluated the options using the guidance in ASC No. 718, Compensation Stock Compensation In December 2014, the Company issued 94,116 shares of its Common Stock to certain members of the Companys Board of Directors as compensation to be rendered through December 2015. Such shares are forfeitable should the Board members services be terminated. In December 2013, the Company issued 144,000 shares of its Common Stock to certain members of the Companys Board of Directors as compensation to be rendered through December 2014. Pursuant to these issuances, the Company recorded approximately $54,000 and $162,000 as compensation expense for the three and nine months ended September 30, 2015, respectively, and $60,000 and $179,000 as compensation expense for the three and nine months ended September 30, 2014, respectively. In September 2015, the Company issued an aggregate of 144,000 options to purchase shares of the Companys stock to certain members of the Companys Board of Directors in return for their service from January 1, 2016 through December 31, 2016. Such options will vest at the rate of 12,000 per month on the last day of each month during the 2016 year. The options have an exercise price of $1.73 per share and a term of 10 years. The Company will begin recognition of compensation based on the grant-date fair value ratably over the 2016 requisite service period. Stock-based compensation related to equity options and restricted stock grants has been classified as follows in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Cost of revenues $ 5 $ 3 $ 10 $ 9 General and administrative 180 140 433 425 Sales and marketing 54 34 116 105 Research and development 49 32 106 95 Total $ 288 $ 209 $ 665 $ 634 |