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Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Stockholders' Equity

10. STOCKHOLDERS’ EQUITY

 

Series A Convertible Preferred Stock

 

In January 1997, the Board of Directors authorized the creation of a class of Series A Convertible Preferred Stock with a par value of $.01. The Series A Convertible Preferred Stock is convertible into an equal number of common shares at the holder’s option, subject to adjustment for anti-dilution. The holders of Series A Convertible Preferred Stock are entitled to receive dividends as and if declared by the Board of Directors. In the event of liquidation or dissolution of the Company, the holders of Series A Convertible Preferred Stock are entitled to receive all accrued dividends, if applicable, plus the liquidation price of $1.00 per share. As of December 31, 2017, and 2016, there were no outstanding shares of Series A Convertible Preferred Stock.

 

Stock Options and Share Based Compensation

 

To retain and attract qualified personnel necessary for the success of the Company, the Company adopted the 2015 Omnibus Incentive Plan (the “Plan”) covering up to 3,000,000 of the Company’s common shares, pursuant to which officers, directors, key employees and consultants to the Company are eligible to receive incentive stock options, nonqualified stock options and restricted stock units. All the Plans prior to Company’s 2015 Omnibus Incentive Plan have been closed. The Compensation Committee of the Board of Directors administers this Plan and determines the terms and conditions of options granted, including the exercise price. This Plan generally provides that all stock options will expire within ten years of the date of grant. Incentive stock options granted under this Plan must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110% of the fair market value per share at the date of the grant for grants to persons owning more than 10% of the voting stock of the Company. This Plan also entitles non-employee directors to receive grants of non-qualified stock options as approved by the Board of Directors.

 

The Company uses the Black-Scholes option pricing model to value the options. The table below presents the weighted average expected life of the options in years. The expected life computation is based on the time to option expiration. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

 

The fair value of share-based payment units was estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values as follows:

 

    Twelve Months Ended  
    December 31,  
    2017     2016  
Valuation assumptions:                
Grant price     -     $ 1.01 - $2.79  
Exercise price     -     $ 1.01 - $2.79  
Expected dividend yield     -       0 %
Expected volatility     -       96.77% - 98.05 %
Expected life (in years)     -       5  
Risk-free interest rate     -       0.94% - 2.10 %

 

Stock option activity under the Plans during the periods indicated below is as follows:

 

   

Number of

Shares

Subject to

Issuance

   

Weighted-

average

Exercise

Price

   

Weighted-

average

Remaining

Contractual

Term

   

 

Aggregate

Intrinsic

Value

 
                         
Outstanding at December 31, 2015     1,901,298     $ 1.46       4.51 years          
                                 
Granted     269,543     $ 1.31                  
Forfeited or expired     (160,294 )     2.58                  
Exercised     (345,127 )     1.13                  
Outstanding at December 31, 2016     1,665,420     $ 1.40       3.62 years          
                                 
Granted     -       -                  
Forfeited or expired     (24,062 )     4.06                  
Exercised     (10,000 )     1.01                  
Outstanding at December 31, 2017     1,631,358     $ 1.36       1.70 years     $ 2,106,669  
                                 
Exercisable at December 31, 2017     1,457,764     $ 1.37       1.56 years     $ 1,887,777  

 

The following is a summary of stock options as of December 31, 2017:

 

      Options Outstanding     Options Exercisable  
Range of Exercise Prices     Number of
Options
    Weighted-
average
Remaining Life
    Weighted-
average
Exercise
Price
    Number of
Options
    Weighted-
average
Exercise
Price
 
$ 1.15 to $1.56       1,483,298       1.70 years     $ 1.16       1,343,454     $ 1.16  
$ 1.75 to $2.79       56,000       3.49 years     $ 2.03       22,250     $ 2.31  
$ 3.12 to $5.68       92,060       0.70 years     $ 4.15       92,060     $ 4.15  
          1,631,358       1.70 years     $ 1.36       1,457,764     $ 1.37  

 

The weighted-average fair value of the options granted during the year ended December 31, 2016 is $0.96.

 

As of December 31, 2017, the Company had 878,425 shares available for future grants under the Plans.

 

Restricted Stock Units

 

The Company issues Restricted Stock Units (“RSUs”) which are equity-based instruments that may be settled in shares of common stock of the Company. The Company issues RSUs to certain directors as compensation which vest with the passage of time. The vesting of all RSUs is contingent on continued board services.

 

The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period and charged to general and administrative expense with a corresponding increase to additional paid-in capital.

 

    Number of
Shares
    Weighted
Average
Grant Date
Fair Value
    Aggregate
Intrinsic
Value
 
                   
Outstanding at December 31, 2015     67,077     $ 1.56     $ -  
                         
Granted     86,271       1.76          
Vested and Settled in Shares     (120,634 )     1.60          
Canceled / Expired     -       -          
Outstanding at December 31, 2016     32,714       1.89       26,010  
                         
Granted     23,352       2.87          
Vested and Settled in Shares     (50,207 )     2.31          
Canceled / Expired     -     $ -       $  
Outstanding at December 31, 2017     5,859     $ 2.56     $ -  

 

As of December 31, 2017, there was $121,594 of total unrecognized compensation cost, net of estimated forfeitures, related to all unvested stock options and restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.3 years.

 

Share based compensation expense for the years ended December 31, 2017 and 2016 is as follows:

 

    Years Ended December 31,  
Compensation cost recognized:   2017     2016  
Stock options   $ 368,465     $ 775,338  
Restricted stock units     67,214       160,561  
    $ 435,679     $ 935,899  

 

Share based compensation is included in operating expenses as follows:

 

    Years Ended December 31,  
    2017     2016  
General and administrative   $ 408,772     $ 873,392  
Research and development     26,907       62,507  
    $ 435,679     $ 935,899  

 

The Company has a net operating loss carry-forward as of December 31, 2017, and no excess tax benefits for the tax deductions related to share based awards were recognized in the statements of operations. Additionally, no incremental tax benefits were recognized from stock options exercised in 2017 that would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities.

 

All stock options have been issued with an exercise price that is equal or above the fair market value of the Company’s Common Stock on the date of grant.

 

Warrants

 

All previously granted warrants were issued with an exercise price that was equal to or above the fair market value of the Company’s common stock on the date of grant. As of December 31, 2017, the Company had 471,801 remaining warrants outstanding at exercise prices ranging from $2.20 to $8.00 through 2021. There were 63,500 and 153,000 warrants exercised at a price of $2.20 during the years ended December 31, 2017 and 2016, respectively.