Quarterly report pursuant to Section 13 or 15(d)

9. STOCK-BASED COMPENSATION

v3.8.0.1
9. STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION

The Company’s Amended 2013 Plan provides for the granting of stock options, restricted stock awards, RSU’s, stock bonus awards and performance-based awards. As of September 30, 2017, the Company had 9,332,000 authorized unissued shares reserved and available for issuance upon exercise and conversion of outstanding awards under the Amended 2013 Plan.

 

The stock options are exercisable at no less than the fair market value of the underlying shares on the date of grant, and restricted stock and restricted stock units are issued at a value not less than the fair market value of the common stock on the date of the grant. Generally, stock options awarded are vested in equal increments ranging from two to four years on the annual anniversary date on which such equity grants were awarded. The stock options generally have a maximum term of 10 years.

 

The Company recognized Selling, General and Administration expenses of $1,328,096 and $539,976, relating to stock options and RSU’s issued to employees, officers, directors and consultants for the three months ended September 30, 2017 and 2016, respectively. The Company recognized Selling, General and Administration expenses of $3,072,224 and $1,357,684, relating to stock options and RSU’s issued to employees, officers, directors and consultants for the nine months ended September 30, 2017 and 2016, respectively. The Company recognized expenses of $0 and $108,001 relating to common stock issued to employees, officers, directors and consultants during the three months ended September 30, 2017 and 2016, respectively. The Company recognized expenses of $0 and $541,126 relating to common stock issued to employees, officers, directors and consultants during the nine months ended September 30, 2017 and 2016, respectively.

 

As of September 30, 2017, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted to employees, officers, and directors was $1,445,272, which is expected to be recognized over a weighted-average period of 1.61 years.

  

The following table summarizes stock option activity for the Amended 2013 Plan during the nine months ended September 30, 2017:

 

  Number of
Shares
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contract Term (Years)
    Aggregate
Intrinsic
Value
 
Outstanding - December 31, 2016     12,841,000     $ 1.57       8.54     $ 415,135  
Granted     10,002,000       0.37              
Exercised                        
Cancelled/Forfeited (1)     (6,921,253 )     2.38              
Expired     (253,747 )     0.46              
Outstanding - September 30, 2017     15,668,000       0.47       8.15       146,417  
                                 
Total exercisable - September 30, 2017     11,648,174       0.51       7.81       108,026  
Total unvested - September 30, 2017     4,019,826       0.36       9.16       38,390  
Total vested or expected to vest - September 30, 2017     15,668,000       0.47       8.15       146,417  

 

(1)       The number of options cancelled/forfeited includes options cancelled in connection with the Exchange Program (see below).

 

In March 2017, the Company completed an offer to exchange certain employee stock options under the Company’s amended 2013 Plan (the “Exchange Program”). Certain previously granted options were exchanged for new options with a lower exercise price granted on a one-for-one basis. Options for an aggregate of 6,090,000 shares were exchanged. Options granted pursuant to the Exchange Program have an exercise price of $0.38 per share, the closing price of the Company’s common stock on the date of the exchange grant. The Exchange Program resulted in a total modification expense of of $417,598 which is being recognized over the vesting period of the new options which range from zero months to approximately two years.

 

The following table summarizes unvested stock options for the Amended 2013 Plan during the nine months ended September 30, 2017:

 

    Number of
Shares
    Weighted Average
Fair Value Per
Share on
Grant Date
 
             
Unvested stock options - December 31, 2016     3,724,233     $ 0.63  
Granted     10,002,000       0.15  
Vested     (2,785,154 )     0.34  
Cancellations     (6,921,253 )     0.32  
Unvested stock options - September 30, 2017     4,019,826       0.39  

 

 

The following table summarizes stock option activity outside of the Amended 2013 Plan during the nine months ended September 30, 2017:

 

  Number of
Shares
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contract Term
(Years)
    Aggregate
Intrinsic
Value
 
Outstanding - December 31, 2016     2,750,000     $ 0.37       9.77     $ 170,500  
Granted     4,500,000       0.37              
Exercised                        
Forfeited                        
Expired                        
Outstanding - September 30, 2017     7,250,000       0.37       9.04        
                                 
Total exercisable - September 30, 2017     7,250,000       0.37       9.04        
Total unvested -September 30, 2017           –        –        –   
Total vested or expected to vest - September 30, 2017   7,250,000       0.37       9.04        

  

The following table summarizes RSU activity outside of the Amended 2013 Plan during the nine months ended September 30, 2017:

 

  Number of
Shares
    Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contract Term
(Years)
    Aggregate
Intrinsic
Value
 
Outstanding - December 31, 2016         $           $  
Granted and vested     2,000,000                   700,000  
Forfeited                        
Outstanding - September 30, 2017     2,000,000                   699,000  
                                 
Total exercisable - September 30, 2017     2,000,000                   699,000  
Total unvested - September 30, 2017     2,000,000                   699,000  
Total vested or expected to vest - September 30, 2017     2,000,000                   699,000  

 

The following table summarizes RSU activity outside of the Amended 2013 Plan during the nine months ended September 30, 2017:

 

  Number of
Shares
    Weighted
Average
Fair Value
Per Share
on Grant Date
 
Unvested RSU's - December 31, 2016         $  
Granted     2,000,000       0.40  
Vested     (2,000,000 )     0.30  
Cancellations            
Unvested RSU's - September 30, 2017