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3. STOCKHOLDERS' EQUITY
12 Months Ended
Jun. 30, 2015
Equity [Abstract]  
3. STOCKHOLDERS' EQUITY

(a)           Stock Options

 

Stock-based compensation costs recognized during the year ended June 30, 2015 and 2014 amounted to $125,675 and $141,033 respectively, and were included in the accompanying consolidated statements of operations in: selling, general and administrative expenses (2015 — $107,300; 2014 — $134,800), cost of goods sold (2015 — $0; 2014 — $4,033), and research and development expenses, net (2015 — $18,375; 2014 — $2,200). No compensation has been capitalized because such amounts would have been immaterial. There was no net income tax benefit recognized related to such compensation for the years ended June 30, 2015 or 2014, as the Company is currently in a loss position. There were 714,000 stock options granted during the year ended June 30, 2015 and 9,000 stock options granted during the year ended June 30, 2014.

 

As of June 30, 2015, the unrecognized compensation costs related to options vesting in the future is $0. The Company uses the Black-Scholes option-pricing model as the most appropriate method for determining the estimated fair value for the stock awards. The Black-Scholes method of valuation requires several assumptions: (1) the expected term of the stock award; (2) the expected future stock volatility over the expected term; and (3) risk-free interest rate. The expected term represents the expected period of time the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock and the risk free interest rate is based on the U.S. Zero-Bond rate. The Company utilizes a forfeiture rate based on an analysis of the Company’s actual experience. The fair value of options at date of grant was estimated with the following assumptions for options granted in fiscal 2015:

 

    Year Ended  
    June 30,
2015
 
Assumptions:        
Option life     5.3 years  
Risk-free interest rate     2.65%  
Stock volatility     487%  
Dividend yield     0  
Weighted average fair value of grants   $ 0.73  

 

Stock Option and Other Compensation Plans:

 

The type of share-based payments currently utilized by the Company is stock options.

 

The Company has various stock option and other compensation plans for directors, officers, and employees. The Company has the following stock option plans outstanding as of June 30, 2015: the Precision Optics Corporation, Inc. 2011 Equity Incentive Plan (the “2011 Plan”); the Precision Optics Corporation, Inc. 2006 Equity Incentive Plan (the “2006 Plan”), and the Precision Optics Corporation, Inc. Amended and Restated 1997 Incentive Plan (the “1997 Plan”). Vesting periods under the 2011 Plan, the 2006 Plan, and the 1997 Plan are at the discretion of the Board of Directors and typically average three to five years. Options under these Plans are granted at fair market value on the date of grant and have a term of ten years from the date of grant.

 

The 2011 Plan, which provides eligible participants (certain employees, directors, consultants, etc.) the opportunity to receive a broad variety of equity based and cash awards. Options granted vest and are exercisable for periods determined by the Board of Directors, not to exceed 10 years from the date of grant. On April 16, 2015, the Board of Directors approved an amendment to the 2011 Equity Incentive Plan which increased the maximum number of shares of the Company’s common stock that may be awarded under the Plan from 325,000 to 1,825,000, an increase of 1,500,000 shares. In connection therewith, on April 20, 2015, the Company filed a registration statement on Form S-8 to register the 1,500,000 shares of the Company’s common stock. At June 30, 2015, a total of 889,102 stock options are outstanding and 968,596 shares of common stock were available for future grants under the 2011 Plan.

  

The 2006 Plan, which provides eligible participants (certain employees, directors, consultants, etc.) the opportunity to receive a broad variety of equity based and cash awards. Options granted vest and are exercisable for periods determined by the Board of Directors, not to exceed 10 years from the date of grant. A total of 139,898 shares of common stock, including shares rolled forward from the 1997 Plan, have been reserved for issuance under the 2006 Plan. At June 30, 2015, a total of 139,898 stock options are outstanding and no shares of common stock are available for future grants under the 2006 Plan.

 

The 1997 Plan provided eligible participants (certain employees, directors, consultants, etc.) the opportunity to receive a broad variety of equity based and cash awards. Options granted vested and were exercisable for periods determined by the Board of Directors, not to exceed 10 years from the date of grant. Options for a total of 50,079 shares of common stock were outstanding at June 30, 2015 under the 1997 Plan, as amended and restated in fiscal year 2006. Upon the adoption of the 2006 Plan, no new awards were granted under the 1997 Plan. No shares are available for future grants under the 1997 Plan.

  

The following tables summarize stock option activity for the years ended June 30, 2015 and 2014:

 

    Options Outstanding  
    Number of
Shares
    Weighted Average
Exercise Price
    Weighted Average
Contractual Life
 
Outstanding at July 1, 2013     400,087     $ 4.49       6.27 years  
Grants     9,000     0.90          
Outstanding at June 30, 2014     409,087     $ 4.41       6.27 years  
Grants     714,000     $ 0.75          
Cancellations     (44,008)     $ 18.04          
Outstanding at June 30, 2015     1,079,079     $ 1.43       8.46 years  

 

 

Information related to the stock options outstanding as of June 30, 2015 is as follows:

 

Range of Exercise Prices       Number of Shares       Weighted-Average Remaining Contractual Life (years)     Weighted-Average Exercise Price       Exercisable Number of Shares     Exercisable Weighted-Average Exercise Price  
$ 0.73       319,000       9.89     $ 0.73       0     $ 0.73  
$ 0.73       330,000       9.89     $ 0.73       110,000     $ 0.73  
$ 0.90       35,000       9.03     $ 0.90       17,500     $ 0.90  
$ 0.90       30,000       9.03     $ 0.90       30,000     $ 0.90  
$ 1.20       207,800       6.68     $ 1.20       207,800     $ 1.20  
$ 0.90       9,000       8.52     $ 0.90       9,000     $ 0.90  
$ 0.85       9,000       7.52     $ 0.85       9,000     $ 0.85  
$ 0.55       44,000       6.62     $ 0.55       44,000     $ 0.55  
$ 0.27       40,000       6.04     $ 0.27       40,000     $ 0.27  
$ 1.35       1,200       4.41     $ 1.35       1,200     $ 1.35  
$ 1.25       1,200       3.41     $ 1.25       1,200     $ 1.25  
$ 6.25       1,600       1.42     $ 6.25       1,600     $ 6.25  
$ 7.75       1,200       2.41     $ 7.75       1,200     $ 7.75  
$ 11.50       800       0.42     $ 11.50       800     $ 11.50  
$ 13.75       49,279       0.86     $ 13.75       49,279     $ 13.75  
$ 0.27–$20.75       1,079,079       8.46     $ 1.43       522,579     $ 2.17  

 

 

The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of June 30, 2015 was $40,980 and $30,200, respectively.

 

(b)           Warrants

  

As of June 30, 2015, there are warrants outstanding for the issuance of an aggregate of 3,270,444 shares of common stock, at a weighted average exercise price of $1.12 per share.

 

(c)            Sale of Stock

 

On July 1 through July 7, 2014, the Company closed on agreements with institutional and accredited investors (the “Investors”) for the sale and purchase of 1,717,152 shares of the Company’s common stock, $0.01 par value at a purchase price of $0.60 per share (the “Shares”). The Company received $1,030,291 in gross proceeds from the offering. The Company used the majority of the net proceeds from this placement for general working capital purposes. Of this amount, $50,000 was received in June 2014 and the remainder was received in July 2014.

 

In conjunction with the placement, the Company also entered into a registration rights agreement with the Investors, whereby the Company was obligated to file a registration statement with the Securities Exchange Commission on or before forty-five calendar days after July 1, 2014 to register the resale by the Investors of the 1,717,152 shares of the common stock purchased in the placement. Subsequent to the execution of the agreement, the parties agreed to extend the time period by which the Company was obligated to file a registration statement with the Securities Exchange Commission. The registration statement was filed with the Securities Exchange Commission on October 9, 2014, in accordance with the extended timetable, and became effective on October 30, 2014.

  

In conjunction with the offering, certain anti-dilution provisions of the warrants issued in conjunction with the Company’s June 25, 2008 and September 28, 2012 financing transactions were triggered. As a result, the number of existing June 25, 2008 warrants increased from 430,678 to 493,398 and the related exercise price of the warrants decreased from $1.18 per share to $1.03 per share. Also, as a result of the offering, the number of existing September 28, 2012 warrants increased from 1,944,475 to 2,189,724 and 194,446 to 217,322, respectively, and the related exercise price decreased from $1.25 to $1.11 and from $0.95 to $0.85, respectively.