Mezzanine and Stockholders' Equity

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

10.	Mezzanine and Stockholders’ Equity

All the historical NMM share and per share information has been adjusted to reflect the exchange ratio from the Merger (see Note 3).

Mezzanine

APC

As the redemption feature (see Note 2) of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as noncontrolling interests in mezzanine or temporary equity.

Stockholders’ Equity

As of the date of this Quarterly Report on Form 10-Q, 751,067 holdback shares

have not been issued

to certain former NMM shareholders who were NMM shareholders at the time of Closing of the Merger, as

they have yet to submit

properly completed letters of transmittal

to ApolloMed in order to

receive their pro rata portion of ApolloMed common stock and warrants

as contemplated under the Merger Agreement

. Pending such receipt, such former NMM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the Merger. The condensed consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares

in connection with

the Merger.

On March 21, 2018, the Company issued 37,593 shares of the Company’s common stock to the Company’s Chief Operating Officer for prior services rendered. The stock price on the date of issuance was $16.80, which resulted in the Company recording $631,562 of share-based compensation expense.

See options and warrants section below for common stock issued upon exercise of stock options and stock purchase warrants.

Options

The Company’s outstanding stock options consisted of the following:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Options outstanding at January 1, 2018		1,141,040		$	3.95		5.79	$	19.81
Options granted		155,000			9.85		-		-
Options exercised		(301,036	)		3.87		-		16.63
Options forfeited		(4,000	)		5.79		-		-

Options outstanding at June 30, 2018		991,004		$	5.16		4.92	$	20.70

Options exercisable at June 30, 2018		991,004		$	5.16		4.92	$	20.70

During the six months ended June 30, 2018, stock options were exercised pursuant to the cashless exercise provision of the option agreement, with respect to 60,536 shares of the Company’s common stock, which resulted in the Company issuing 47,576 net shares.

During the six months June 30, 2018, stock options were exercised for 240,500 shares of the Company’s common stock, which resulted in proceeds of approximately $817,000. The exercise price ranged from $0.01 to $10.00 per share.

Outstanding stock options granted to primary care physicians to purchase shares of APC’s common stock consisted of the following:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Options outstanding at January 1, 2018		853,800	$	0.167		1.75	$	508,864
Options granted		-		-		-		-
Options exercised		-		-		-		-
Options expired/forfeited		-		-		-		-

Options outstanding at June 30, 2018		853,800	$	0.167		1.25	$	508,864

Options exercisable at June 30, 2018		853,800	$	0.167		1.25	$	508,864

The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of common stock as of June 30, 2018.

Share-based compensation expense related to option awards granted to primary care physicians to purchase shares of APC’s common stock, are recognized over their respective vesting periods,

and

consisted of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Share-based compensation expense:
Cost of services	$	-	$	1,227	$	-	$	2,454
General and administrative		202,382		320,006		404,764		640,012
	$	202,382	$	321,233	$	404,764	$	642,466

The remaining unrecognized share-based compensation expense of stock option awards granted to primary care physicians to purchase shares of APC’s common stock as of June 30, 2018 was $1,011,910, which is expected to be recognized over the remaining term of 1.25 years.

Warrants

The Company’s outstanding warrants consisted of the following:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Warrants outstanding at January 1, 2018		3,648,541		$	9.75		3.74	$	14.25
Warrants granted		-			-		-		-
Warrants exercised		(210,625	)		7.27		-		10.46
Warrants expired/forfeited		(11,250	)		-		-		-

Warrants outstanding at June 30, 2018		3,426,666		$	9.91		3.46	$	15.95

								Weighted
				Weighted				Average
				Average				Exercise Price
Exercise Price Per		Warrants		Remaining		Warrants		Per
Share		Outstanding		Contractual Life		Exercisable		Share

$	4.50		5,000		0.35		5,000	$	4.50
	9.00		1,116,111		2.28		1,116,111		9.00
	10.00		1,455,555		3.80		1,455,555		10.00
	11.00		850,000		4.44		850,000		11.00

$	4.50 –11.00		3,426,666		3.46		3,426,666	$	9.91

During the six months ended June 30, 2018, common stock warrants were exercised for 210,625 shares of the Company’s common stock, which resulted in proceeds of approximately $1.5 million. The exercise price ranged from $4.00 to $10.00 per share.

Treasury Stock

APC owns 1,682,110 shares of ApolloMed’s common stock as of June 30, 2018 and December 31, 2017, which are legally issued and outstanding but excluded from shares of common stock outstanding in the condensed consolidated financial statements, as such shares are treated as treasury shares for accounting purposes.

Dividends

During the first quarter of 2018, APC distributed $2,000,000 of dividends to APC shareholders.

In April 2018, NMM distributed approximately $10,000,000 to former NMM shareholders, from the $18,000,000 that was previously classified as restricted cash and dividends payable. As of June 30, 2018, $8,000,000 of restricted cash remains from the Merger, and are still held for distribution.