Quarterly report pursuant to Section 13 or 15(d)

STOCK WARRANTS OPTIONS AND GRANTS

v3.5.0.2
STOCK WARRANTS OPTIONS AND GRANTS
9 Months Ended
Sep. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
STOCK WARRANTS OPTIONS AND GRANTS

NOTE 13. STOCK WARRANTS, OPTIONS AND GRANTS

 

Stock options. For the nine months ended September 30, 2016 and 2015, we issued 427,500 and 412,500 stock options, respectively. Stock options issued to members of our Board of Directors were 225,000 and 200,000 for the nine months ended September 30, 2016 and 2015, respectively. Stock options issued to independent contractors were 112,500 for each of the nine month periods ended September 30, 2016 and 2015, respectively.  

 

During the nine months ended September 30, 2016, we issued 90,000 stock options to two employees, with a vesting period of three years.  The strike price was equal to the stock price at the date of the grant. During the nine months ended September 30, 2015, we issued 100,000 stock options to an employee, with a vesting period of three years.  The strike price was equal to the stock price at the date of the grant.

 

The value of all stock options granted for the nine months ended September 30, 2016 and 2015 was determined to be $85,606 and $52,600, respectively, using the Black-Scholes option pricing model with the following assumptions:

 

 

 

 

Options Issued

Nine Months Ended

September 30, 2016

 

 

Options Issued

Nine Months Ended

September 30, 2015

 

Dividend yield

 

 

0%

 

 

 

0%

 

Expected volatility

 

89% - 90%

 

 

84% - 85%

 

Risk free interest rate

 

1.01% - 1.22%

 

 

1.37% - 1.63%

 

Expected life (years)

 

 

5.00

 

 

 

5.00

 

 

A summary of stock option activity is as follows:

 

 

 

Common stock options

 

 

Weighted-average

exercise price

 

Outstanding – January 1, 2015

 

 

381,250

 

 

$

0.36

 

Issued

 

 

675,000

 

 

 

0.23

 

Exercised

 

 

 

 

 

 

Expired

 

 

 

 

 

 

Outstanding – December 31, 2015

 

 

1,056,250

 

 

$

0.28

 

Issued

 

 

427,500

 

 

 

0.33

 

Exercised

 

 

 

 

 

 

Expired

 

 

 

 

 

 

Outstanding – September 30, 2016

 

 

1,483,750

 

 

$

0.29

 

Exercisable – September 30, 2016

 

 

1,143,750

 

 

$

0.30

 

 

Share based compensation. The cost of all stock options issued has been classified as share based compensation for the nine months ended September 30, 2016 and 2015, respectively. Total share based compensation was $91,006 and $72,850 for the nine months ended September 30, 2016 and 2015, respectively.

 

Warrants.  On August 29, 2016, in connection with the Term Loan agreement, the Company entered into a Warrant Agreement (the "Warrant Agreement") with the lenders pursuant to which the Company issued warrants to purchase 1,965,780 shares of common stock at an initial exercise price of $0.30 per share (the "Warrants"). The number of shares of common stock issuable upon exercise of the Warrants, and/or the exercise price of such shares, is subject to standard anti-dilution adjustments in the event of stock splits, reorganizations, stock dividends, and similar events. As of the date of the Warrant Agreement, the shares of common stock issuable upon a full exercise of the Warrants would represent 5.0% of the total issued and outstanding shares of the Company's common stock. The lenders were also granted the right, but not the obligation, to purchase up to 5.0% of the total number of new securities that the Company may, from time to time, sell and issue.

 

The Warrants expire on August 29, 2022, and may not be exercised prior to the earliest of (a) the fifth anniversary of the Loan Agreement, (b) the date on which the obligations described in the Loan Agreement are repaid in full, or (c) the date on which the Lender declares all or any portion of the outstanding amount of the Term Loan to be due and payable under the terms of the Loan Agreement (collectively, the "Trigger Date"). Exercise of the Warrants requires a sixty (60) day prior written notice, during which time the Company may exercise its Call Right described below.

 

The Warrant Agreement includes a call right (the "Call Right") whereby the Company can purchase the Warrants for a fixed sum of $1,333,333 upon providing the Warrant holders with a thirty (30) day prior written notice. Furthermore, the Warrant Agreement also includes a put right (the "Put Right") whereby the Lenders may require the Company to purchase from the Lenders all or any portion of the Warrants at a purchase price equal to the lesser of (a) the fair market value of the underlying shares of common stock as of the date of exercise of the Put Right, or (b) $1,333,333. The Put Right may not be exercised prior to the Trigger Date (as defined above), and the Put Right expires on August 29, 2022.

 

A summary of warrant activity is as follows:

 

 

 

Common stock warrants

 

 

Weighted-average exercise price

 

Outstanding – December 31, 2015

 

 

 

 

 

 

Issued

 

 

1,965,780

 

 

 

0.30

 

Exercised

 

 

 

 

 

 

Expired

 

 

 

 

 

 

Outstanding – September 30, 2016

 

 

1,965,780

 

 

$

0.30

 

Exercisable – September 30, 2016

 

 

 

 

$