Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation and Warrants

v3.22.0.1
Stock-Based Compensation and Warrants
12 Months Ended
Dec. 31, 2021
Stock-Based Compensation and Warrants  
Stock-Based Compensation and Warrants

4. Stock-Based Compensation and Warrants

Stock Incentive Plan

On March 20, 2007, the Company’s Board of Directors approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) for the issuance of up to 71,429 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. This plan was approved by the stockholders on November 2, 2007. The exercise price of stock options under the 2007 Stock Plan was determined by the compensation committee of the Board of Directors and may be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted. The total number of shares of stock with respect to which stock options and stock appreciation rights may be granted to any one employee of the Company or a subsidiary during any one-year period under the 2007 plan shall not exceed 7,143. Options become exercisable over various periods from the date of grant, and generally expire ten years after the grant date. As of December 31, 2021, there were 5,145 options issued and outstanding under the 2007 Stock Plan. There are no shares available to be issued under this plan.

On November 2, 2010, the Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (“2010 Stock Plan”) for the issuance of up to 85,714 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. From time to time the number of shares authorized for options was increased such that 4,000,000 million were authorized as of September 30, 2021. The exercise price of stock options under the 2010 Stock Plan is determined by the compensation committee of the Board of Directors and may be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted. Options become exercisable over various periods from the date of grant and expire between five and ten years after the grant date. As of December 31, 2021, there were 2,450,130 options issued and outstanding under the 2010 Stock Plan. There are no shares available to be issued under this plan.

On September 17, 2020, the stockholders approved and adopted the 2020 Stock Incentive Plan ("2020 Stock Plan") for the issuance of up to 4,000,000 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. As of December 31, 2021, there were 3,800,000 options issued and outstanding under the 2010 Stock Plan.

In the event of an employee’s termination, the Company will cease to recognize compensation expense for that employee. Stock forfeitures are recognized as incurred. There is no deferred compensation recorded upon initial grant date. Instead, the fair value of the stock-based payment is recognized over the stated vesting period.

The Company has applied fair value accounting for all stock-based payment awards since inception. The fair value of each option or warrant granted is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used for the years ended December 31, 2021 and 2020 are as follows:

Year ended December 31,

 

    

2021

    

2020

 

Exercise price

$

0.33

$

0.42

Expected dividends

 

0

%  

0

%

Expected volatility

 

92

%  

88

%

Risk free interest rate

 

1.12

%  

0.31

%

Expected life of option (years)

 

4.3

4.3

Expected dividends —The Company has never declared or paid dividends on its common stock and has no plans to do so in the foreseeable future.

4. Stock-Based Compensation and Warrants – (continued)

Expected volatility—Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The expected volatility assumption is derived from the historical volatility of the Company’s common stock over a period approximately equal to the expected term.

Risk-free interest rate—The assumed risk-free rate used is a zero coupon U.S. Treasury security with a maturity that approximates the expected term of the option.

Expected life of the option—The period of time that the options granted are expected to remain unexercised. Options granted during the year have a maximum term of seven years. The Company estimates the expected life of the option term based on the weighted average life between the dates that options become fully vested and the maximum life of options granted.

The Company records stock-based compensation based upon the stated vesting provisions in the related agreements. The vesting provisions for these agreements have various terms as follows:

immediate vesting,
in full on one-year anniversary date of grant date,
half vesting immediately and remaining over three years,
quarterly over three years,
annually over three years,
one-third immediate vesting and remaining annually over two years,
one-half immediate vesting and remaining over nine months,
one-quarter immediate vesting and remaining over three years,
one-quarter immediate vesting and remaining over 33 months,
monthly over one year, and
monthly over three years.

During the years ended December 31, 2021 and 2020, the Company granted 2,260,000 and 1,540,000 options to employees and directors having an approximate fair value of $0.5 million and $0.4 million based upon the Black-Scholes option pricing model, respectively.

Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to employees for the years ended December 31, 2021 and 2020 was $204,000 and $213,000, respectively. Stock-based compensation expense included in general and administrative expenses and research and development expenses relating to stock options issued to consultants for the years ended December 31, 2021 and 2020 was $212,000 and $137,000, respectively.

4. Stock-Based Compensation and Warrants – (continued)

A summary of stock option activity for the years ended December 31, 2021 and 2020 is as follows:

    

    

Weighted 

    

Weighted Average 

    

Aggregate 

Average Exercise 

Remaining 

Intrinsic 

Options

Price

Contractual Life

Value

Balance - December 31, 2019

 

2,502,012

$

3.62

 

6.51 years

$

153,353

 

  

 

  

 

  

 

  

Granted

 

1,540,000

0.42

 

  

 

  

Exercised

 

 

  

Expired

 

(14,944)

17.57

 

  

 

  

Forfeited

 

(29,650)

0.55

 

  

 

  

Balance - December 31, 2020

 

3,997,418

2.35

 

6.09 years

 

  

 

  

 

  

 

  

Granted

 

2,260,000

0.33

 

  

 

  

Exercised

 

 

  

Expired

 

(2,143)

45.15

 

  

 

  

Forfeited

 

 

  

 

  

 

  

 

  

 

  

 

  

Balance -December 31, 2021 - outstanding

 

6,255,275

$

1.61

 

5.58 years

$

 

 

  

 

  

 

  

Balance -  December 31, 2021 - exercisable

 

2,786,934

$

3.16

 

4.44 years

$

 

  

 

  

 

  

 

  

Grant date fair value of options granted - December 31, 2021

 

  

$

501,000

 

  

 

  

 

  

 

  

 

  

 

  

Weighted average grant date fair value - December 31, 2021

 

  

$

0.22

 

  

 

  

 

  

 

 

  

 

  

Grant date fair value of options granted - December 31, 2020

 

  

$

412,000

 

  

 

  

 

  

 

  

 

  

 

  

Weighted average grant date fair value - December 31, 2020

 

  

$

0.27

 

  

 

  

The options outstanding and exercisable at December 31, 2021 are as follows:

Options Outstanding

Options Exercisable

    

    

    

Weighted

    

    

    

Weighted

Weighted

Average

Weighted

Average

Average

Remaining

Average

Remaining

Range of

Exercise

Contractual

Exercise

Contractual

Exercise Price

Options

Price

Life

Options

Price

Life

$

0.00 – $40.00

 

6,189,257

$

0.75

 

6 years

 

2,720,916

$

1.25

 

4 years

41.00 – $70.00

 

6,221

 

52.07

 

2 years

 

6,221

 

52.07

 

2 years

71.00 – $102.00

 

59,797

85.19

 

2 years

 

59,797

85.19

 

2 years

As of December 31, 2021, total unrecognized stock-based compensation expense related to stock options was $771,000, which is expected to be expensed through February 2024.

The FASB’s guidance for stock-based payments requires cash flows from excess tax benefits to be classified as a part of cash flows from operating activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. The Company did not record any excess tax benefits in 2021 or 2020. Cash received from option exercises under the Company’s stock-based compensation plans for the years ended December 31, 2021 and 2020 was zero.

4. Stock-Based Compensation and Warrants – (continued)

Stock Warrants

On October 15, 2018, the Company closed its underwritten public offering pursuant to which it received gross proceeds of approximately $18.6 million before deducting underwriting discounts, commissions and other offering expenses payable by the Company and sold an aggregate of (i) 2,520,000 Class A Units (the “Class A Units”), with each Class A Unit consisting of one share of common stock, and one five-year warrant to purchase one share of common stock at an initial exercise price of $1.38 per share, which subsequently was reduced to $0.69 per share (each a “Warrant” and collectively, the “Warrants”), with each Class A Unit to be offered to the public at a public offering price of $1.15, and (ii) 15,723 Class B Units (the “Class B Units”, and together with the Class A Units, the “Units”), with each Class B Unit offered to the public at a public offering price of $1,000 per Class B Unit and consisting of one share of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), with a stated value of $1,000 and convertible into shares of common stock at the stated value divided by a conversion price of $1.15 per share, with all shares of Series B Preferred Stock convertible into an aggregate of 13,672,173 shares of common stock, and issued with an aggregate of 13,672,173 Warrants.

On November 16, 2020, the exercise price of the Warrants was reduced from $1.38 per Warrant per full share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to $0.69 per Warrant per full share of common stock in accordance with the anti-dilution terms of the Warrant. The reduction was the result of the issuance of shares of common stock by the Company through its “at the market offering” facility. The effect of the change in the exercise price of the warrants as a result of the triggering of the down round protection clause in the Warrants was recorded as a deemed dividend of $0.9 million during the year ended December 31, 2020, which reduces the income available to common stockholders. In addition, pursuant to the underwriting agreement that the Company had entered into with A.G.P./Alliance Global Partners (the “Underwriters”), as representative of the underwriters, the Company granted the Underwriters a 45 day option (the “Over-allotment Option”) to purchase up to an additional 2,428,825 shares of common stock and/or additional Warrants to purchase an additional 2,428,825 shares of common stock. The Underwriters partially exercised the Over-allotment Option by electing to purchase from the Company additional Warrants to purchase 1,807,826 shares of common stock.

If, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock to the holder, then the Warrants may only be exercised through a cashless exercise. No fractional shares of common stock will be issued in connection with the exercise of a Warrant. In lieu of fractional shares, the holder will receive an amount in cash equal to the fractional amount multiplied by the fair market value of any such fractional shares. The Company has concluded that the Warrants are required to be equity classified. The Warrants were valued on the date of grant using Monte Carlo simulations. During the year ended December 31, 2021, 11,655,747 warrants were exercised for cash proceeds of $8.0 million. There were no warrants exercised during the year ended December 31, 2020.

On November 18, 2016, the Company completed a public offering of 714,286 shares of common stock in combination with accompanying warrants to purchase an aggregate of 1,428,571 shares of the common stock. The stock and warrants were sold in combination, with two warrants for each share of common stock sold, a Series A warrant and a Series B warrant, each representing the right to purchase one share of common stock. The purchase price for each share of common stock and accompanying warrants was $35.00. The shares of common stock were immediately separable from the warrants and were issued separately. The initial per share exercise price of the Series A warrants is $50.05 and the per share exercise price of the Series B warrants is $60.20, each subject to adjustment as specified in the warrant agreements. The Series A and Series B warrants could be exercised at any time on or after the date of issuance. The Series A warrants were exercisable until the four-year anniversary of the issuance date and expired November 16, 2020. The Series B warrants expired December 31, 2017 and none were exercised prior to expiration. The warrants included a provision, that if the Company were to enter into a certain transaction, as defined in the agreement, the warrants would be purchased from the holder for cash. Accordingly, the Company recorded the warrants as a liability at their estimated fair value on the issuance date of $15.7 million and changes in estimated fair value were recorded as non-cash income or expense in the Company’s Statement of Operations at each subsequent period. At December 31, 2019, the fair value of the warrant liability was $100. The warrants were valued on the date of grant and on each remeasurement period.

4. Stock-Based Compensation and Warrants – (continued)

A summary of all warrant activity for the Company for the years ended December 31, 2021 and 2020 is as follows:

    

Number of

    

Weighted Average

Warrants

Exercise Price

Balance at December 31,2019

 

18,714,999

$

3.24

Granted

 

 

Exercised

 

 

Forfeited

 

(714,286)

 

50.05

Balance at December 31,2020

 

18,000,713

 

0.69

Granted

 

 

Exercised

 

(11,655,747)

 

Forfeited

 

 

0.69

Balance at December 31,2021

 

6,344,966

$

0.69

On December 26, 2017, the Company entered into a consulting agreement for advisory services for a period of six months. As compensation for such services, the consultant was paid an upfront payment, is paid a monthly fee and on January 24, 2018 was issued a warrant exercisable for 714 shares of the Company’s common stock on the date of issue. The warrant is equity classified and the fair value of the warrant approximated $9,000 and was measured using the Black-Scholes option pricing model.

A summary of all outstanding and exercisable warrants as of December 31, 2021 is as follows:

    

    

    

Weighted Average

Warrants

Warrants

Remaining

Exercise Price

Outstanding

Exercisable

Contractual Life

$

0.69

 

6,344,252

 

6,344,252

 

0.99 years

18.20

 

714

 

714

 

1.78 years

$

0.69

 

6,344,966

 

6,344,966

 

1.78 years