Annual report pursuant to Section 13 and 15(d)

8. Stock-based Plans and Stock-based Compensation

v3.19.1
8. Stock-based Plans and Stock-based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
8. Stock-based Plans and Stock-based Compensation

8. Stock-based Plans and Stock-based Compensation

 

Stock-based Plans

 

We have the 2010 Incentive Stock Option Plan and the 2013 Incentive Stock Option Plan under which we have granted stock options to our directors, officers and employees. At December 31, 2018, 6,818,948 shares were authorized under the plans and (733,933) shares were available for future grant.

 

We believe that such awards better align the interests of our directors, officers and employees with those of our shareholders. Option awards are generally granted with an exercise price that equals the fair market value of our stock at the date of grant. These option awards generally vest based on four years of continuous service and have five-year or 10-year contractual terms.

 

The following table summarizes stock option activity under our stock-based plans as of and for the years ended December 31, 2018 and 2017:

 

    Shares   Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual
Term (Years)
  Aggregate
Intrinsic Value
Outstanding at December 31, 2016     5,757,880      $ 1.37        8.12      $ 209,690   
Granted     3,027,500      $ 0.69        -      $ -   
Exercised     (152,085)       0.54               
Forfeit/canceled     (1,451,053)     $ 0.70        -      $ -   
Expired     (363,294)     $ 1.10        -      $ -   
Outstanding at December 31, 2017     6,818,948      $ 1.06        8.12      $ 209,690   
Granted     855,000      $ 0.69        -      $ -   
Exercised     (12,500)     $ 0.75        -      $ -   
Forfeit/canceled     (1,566,589)     $ 0.74        -      $ -   
Expired     (1,082,641)     $ 1.18        -      $ -   
Outstanding at December 31, 2018     5,012,218      $ 1.15        7.11      $ 1,232,545   
                         
Expected to vest at December 31, 2018     3,001,272      $ 1.32        6.06      $ 570,946   
Exercisable at December 31, 2018     3,011,272      $ 1.32        6.06      $ 564,337   
Unrecognized expense at December 31, 2018   $ 1,232,545                     

 

The aggregate intrinsic value of options was calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock. At December 31, 2018, options to purchase 3,079,500 shares of common stock were in-the-money.

 

The weighted average grant-date fair value of options granted during the years 2018 and 2017 was $1.25 and $0.50, respectively.

 

2017

 

On March 23, 2017, the Company granted seven employees a total of 322,500 options to purchase shares of the Company common stock at the closing price as of March 23, 2017 of $0.72 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until March 23, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 86% and an option value of $0.52 was $167,700.

 

On May 15, 2017, the Company granted eight employees a total of 2,105,000 options to purchase shares of the Company common stock at the closing price as of May 15, 2017 of $0.60 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until May 15, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 85% and an option value of $0.43 was $905,150.

 

On June 28, 2017, the Company granted two employees a total of 150,000 options to purchase shares of the Company common stock at the closing price as of June 28, 2017 of $0.76 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until June 28, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 86% and an option value of $0.55 was $82,500.

 

On August 14, 2017, the Company granted two employees a total of 165,000 options to purchase shares of the Company common stock at the closing price as of August 14, 2017 of $0.895 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until August 14, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 86% and an option value of $0.65 was $107,250.

 

On November 30, 2017, the Company granted fifteen employees a total of 285,000 options to purchase shares of the Company common stock at the closing price as of November 30, 2017 of $1.15 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until November 30, 2027. The total estimated value using the Black-Scholes Model, based on a volatility rate of 84% and an option value of $0.82 was $235,452.

 

2018

 

On February 7, 2018, the Company issued 12,500 shares of our common stock, at a price of $0.78 per share, for the gross proceeds of $9,595 in conjunction with one employee that exercised vested stock options.

 

On March 26, 2018, the Company granted one employee a total of 300,000 options to purchase shares of the Company common stock at the closing price as of March 26, 2018 of $1.10 per share. The Option Shares will vest ratably over forty-eight (48) months. and are exercisable until March 26, 2028. The total estimated value using the Black-Scholes Model, based on a volatility rate of 102% and an option fair value of $.88 was $265,575.

 

In the six months ended June 30, 2018, the Company granted seven employees a total of 250,000 options to purchase shares of the Company common stock at prices ranging from $0.90 to $1.40 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until 2028. The total estimated value using the Black-Scholes Model, based on a volatility rate of 84% and an option value of $0.82 was $235,452.

 

In the three months ended December 31, 2018, the Company granted seven employees a total of 305,000 options to purchase shares of the Company common stock at prices ranging from $0.90 to $1.40 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until 2028. The total estimated value using the Black-Scholes Model, based on a volatility rate of 84% and an option value of $0.82 was $235,452.

 

Stock-based Compensation Expense

 

The impact on our results of operations of recording stock-based compensation expense for the years ended December 31, 2018 and 2017 was as follows:

 

    Years ended December 31,
    2018   2017
General and administrative   $ 311,303   $ 570,170
Sales and marketing     225,275     166,083
Engineering, research, and development     131,334     175,443
    $ 667,912   $ 911,696

 

As of December 31, 2018, there was approximately $2,080,959 of unearned stock-based compensation that will be expensed from 2018 through 2022. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase to the extent we grant additional equity awards. 

 

Stock Option Valuation Assumptions

 

We calculated the fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The ranges of assumptions were used for the years ended December 31, 2018 and 2017:

 

 

    Years ended December 31,
    2018   2017
Risk-free interest rate   2.24% to 3.10%   1.86% to 2.20%
Expected life (years)   6.06   6.00
Dividend yield   -   -
Expected volatility   90.88% to 104.06%   84.42% to 85.79%

 

The risk-free interest rate assumption is based upon published interest rates appropriate for the expected life of our employee stock options.

 

The expected life of the stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards.

 

The dividend yield assumption is based on our history of not paying dividends and no future expectations of dividend payouts.

 

The expected volatility in 2018 and 2017 is based on the historical publicly traded price of our common stock.

 

Restricted stock units

 

The following table summarizes restricted stock unit activity under our stock-based plans as of and for the years ended December 31, 2018 and 2017:

 

    Shares   Weighted
Average
Grant Date
Fair Value
  Weighted
Average
Remaining
Contractual
Term (Years)
  Aggregate
Intrinsic Value
Outstanding at December 31, 2016     994,417      $ 0.72        0.08      $ 731,845   
Awarded     199,513      $ 0.73        0.70      $ -   
Released     (484,058)     $ -            $  
Forfeit     (47,072)     $ 0.72            $  
Outstanding at December 31, 2017     662,800      $ 0.72        0.70      $ 795,360   
Awarded     -      $ -        -      $ -   
Released     -      $ -        -      $ -   
Forfeit     -      $ -        -      $ -   
Outstanding at December 31, 2018     662,800      $ 0.72        -      $ 785,418   
Expected to vest at December 31, 2018     662,800      $ 0.72               
Unrecognized expense at December 31, 2018   $ -                     

 

2018

 

In the twelve months ended December 31, 2018, the Company did not issue and restricted stock units. In the twelve months ended December 31, 2018, the company recorded $37,249 in restricted stock units amortization and $260,000 in board compensation.

 

2017

 

On March 23, 2017 the Company granted five independent directors a total of 112,845 restricted stock units.  The units were valued at $81,248, or $0.72 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning March 23,2017. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) March 23, 2020, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

 

On May 15, 2017 the Company granted the Chairman of the Board 1,000,000 performance stock units. The units were valued at $600,000 or $0.60 per share, based on the closing stock price on the date of grant. These units vest upon meeting certain performance criteria. The Company expects that these units will be fully vested by December 31, 2017.

 

On May 19, 2017 the Company granted four independent directors a total of 86,668 restricted stock units. The units were valued at $65,001 or $0.75 per share, based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning May 19, 2017. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) May 19, 2020, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

 

Restricted Stock Unit Compensation Expense

 

The impact on our results of operations of recording stock-based compensation expense for years ended December 31, 2018 and 2017 was as follows:

 

    Years ended December 31,
             
    2018   2017
General and administrative   $ 297,249   $ 218,601
    $ 297,249   $ 218,601