Annual report pursuant to Section 13 and 15(d)

Stockholders' equity

v3.3.1.900
Stockholders' equity
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Shareholders' equity
Stockholders’ equity
Common Stock
In 2015 and 2014, the Company raised additional funds through the private placements and public offerings of common stock. In connection with the 2014 public offering, the Company sold an aggregate of 647,706 shares of common stock at a purchase price of $4.75 per share. In connection with this public offering the Company incurred commissions, legal fees and various other costs of $742,710 which were offset against the proceeds in additional paid in capital, resulting in net cash proceeds of $2,333,894. In connection with the 2015 and 2014 private placements, the Company sold an aggregate of 2,350,734 and 1,400 shares of common stock in a purchase price range from $3.37 and $4.75 per share, resulting in net cash proceeds of $8,859,767 and $6,300.
The holders of Common Stock have the right to vote their interest on a per share basis. At December 31, 2015 and 2014, there were 18,478,990 and 15,905,881 shares of Common Stock outstanding, respectively.
Preferred Stock
On February 13, 2013, the Company authorized preferred stock of 10 million shares. At December 31, 2015, no shares were issued or outstanding.
Stock-Based Compensation
In 2006, the Company adopted the 2006 Stock Option and Incentive Plan (the “Plan”), under which the board of directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the Company. The Plan was amended at various dates by the board to increase the reserved shares of common stock issuable under the Plan to 3,838,750 as of December 31, 2014 (the “Amended Plan”).
Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Amended Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Amended Plan cannot be less than the fair market value of the underlying shares on the date of the grant. The number of shares remaining available for future issuance under the Amended Plan as of December 31, 2015 and 2014 was 1,614,533 and 1,748,783, respectively.
In 2015, the Company granted nonqualified options to purchase an aggregate of 165,000 shares of common stock in a range of $3.39 and $4.05 per share, respectively to certain employees and a consultant. These options have a vesting schedule of four years and expire in ten years. The fair value of the options issued in 2015 was $250,462. The weighted-average grant date fair value of stock options granted during 2015 was $1.52 per option. In October 2015, the Board of Directors modified the performance options granted in 2014 to the Company's standard vesting schedule.
In 2014, the Company granted nonqualified options to purchase an aggregate of 318,325 shares of common stock for between $4.50 and $5.39 per share, respectively to certain employees, a director, and a consultant. These options have a vesting schedule of four years and expire in ten years. One of the grants for 100,000 shares had vesting terms of one year and only vest if the Company achieves positive earnings before interest, taxes, depreciation, and amortization adjusted for stock compensation. The fair value of the options issued in 2014 was $577,029. The weighted-average grant date fair value of stock options granted during 2015 was $1.89 per option.
Stock option activity for the year ended December 31, 2015 was as follows:
Common Stock Options
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Outstanding, December 31, 2014
1,356,325

 
$1.20-$5.39
 
$
2.77

 
5.12 years
 
$
3,618,935

Granted
165,000

 
$3.39-$4.05
 
3.43

 
 
 
 

Exercised
(222,375
)
 
$1.20-$2.60
 
1.62

 
 
 
 

Canceled and forfeited
(18,250
)
 
$2.60-$4.50
 
3.52

 
 
 
 

Expired
(12,500
)
 
$1.20
 
1.20

 
 
 
 

Outstanding, December 31, 2015
1,268,200

 
$1.20-$5.39
 
$
3.06

 
6.01 years
 
$
985,578

Exercisable, December 31, 2015
841,650

 
 
 
$
2.48

 
 
 
$
978,640

Vested and expected to vest, December 31, 2015
1,268,200

 
 
 
$
3.06

 
 
 
$
985,578


The Company does not expect any forfeitures and the table above represents all stock options expected to vest. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the average volatility of four comparable publicly traded companies. The average expected life was estimated using the simplified method to determine the expected life based on the vesting period and contractual terms, since it does not have the necessary historical exercise data to determine an expected life for stock options. The Company uses a single weighted-average expected life to value option awards and recognizes compensation on a straight-line basis over the requisite service period for each separately vesting portion of the awards. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant.
The weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2015 and 2014 are as follows:
Stock option awards:
 
2015
 
2014
Expected life
 
6.25 years
 
6.25 years
Risk-free interest rate
 
1.63%-1.67%
 
1.51%
Expected volatility
 
32.4%-32.6%
 
22.7%-32.3%

The Company has granted restricted stock awards to its employees and directors. The performance based awards have vesting schedules 25% per year beginning two years after an IPO.
Restricted stock activity for the years ended December 31, 2015 was as follows: 
 
Number of
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
Unvested, December 31, 2014
163,350

 
$
1.31

Granted

 

Vested

 

Forfeited

 

Unvested, December 31, 2015
163,350

 
$
1.31


During the year ended December 31, 2015, the Company granted 250,000 warrants.
During the years ended December 31, 2015 and 2014, the Company recognized stock-based compensation of $189,511 and $117,138, respectively, related to the issuance of stock options and restricted stock. No tax benefit was recognized related to the stock-based compensation recorded during the years. At December 31, 2015 and 2014, the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $592,494 and $156,179, respectively. This amount will be recognized over a weighted average period of 2.96 years.
Stock Based Compensation - Ilios
In 2009, Ilios adopted the 2009 Stock Incentive Plan (the “2009 Plan”) under which the board of directors may grant incentive or non-qualified stock options and stock grants to key employees, directors, advisors and consultants of the company. The maximum number of shares allowable for issuance under the Plan is 2,000,000 shares of common stock.
Stock options vest based upon the terms within the individual option grants, with an acceleration of the unvested portion of such options upon a change in control event, as defined in the Plan. The options are not transferable except by will or domestic relations order. The option price per share under the Plan cannot be less than the fair market value of the underlying shares on the date of the grant.
During the years ended December 31, 2015 and 2014 Ilios recognized stock-based compensation of $9,989 and $9,798, related to stock options, respectively. No tax benefit was recognized related to the stock-based compensation recorded during the year. At December 31, 2015 and 2014 there were 160,000 unvested shares of restricted stock outstanding. At December 31, 2015 and 2014 the total compensation cost related to unvested restricted stock awards and stock option awards not yet recognized is $4,489 and $9,004, respectively. This amount will be recognized over the weighted average period of 0.36 years.
Stock option activity relating to Ilios for the year ended December 31, 2015 was as follows: 
Common Stock Options
Number of
Options
 
Exercise
Price
Per
Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Life
 
Aggregate
Intrinsic
Value
Outstanding, December 31, 2014
675,000

 
$0.10-$0.50

 
$
0.32

 
6.56 years
 
$
120,000

Granted

 

 

 
 
 
 

Exercised

 

 

 
 
 
 

Canceled and forfeited
(25,000
)
 
0.50

 
0.50

 
 
 
 

Expired

 

 

 
 
 
 

Outstanding, December 31, 2015
650,000

 
$0.10-$0.50

 
$
0.32

 
5.04 years
 
$
120,000

Exercisable, December 31, 2015
262,500

 
 

 
$
0.50

 
 
 
$

Vested and expected to vest, December 31, 2015
650,000

 
 

 
$
0.32

 
 
 
$
120,000


Ilios does not expect any forfeitures and the table above represents all stock options expected to vest. Ilios uses the Black-Scholes option pricing model to determine the fair value of stock options granted. Expected volatility was calculated based on the average volatility of comparable publicly traded companies, the expected life of the options was calculated using the simplified method, and the risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. The Company uses a single weighted-average expected life to value option awards and recognizes compensation on a straight-line basis over the requisite service period for each separately vesting portion of the awards.
The weighted average assumptions used in the Black-Scholes option pricing model for options granted in 2014 are as follows:
Stock option awards:
 
Expected life
6.25 years
Risk-free interest rate
1.65%
Expected volatility
35.2%

Ilios has granted restricted stock awards to its employees and directors. The awards have only service conditions and carry vesting schedules ranging from 100% 90 days after an IPO up to 100% one year after an IPO.
Restricted stock activity for the Ilios awards, for the years ended December 31, 2015 was as follows: 
 
Number of
Restricted
Stock
 
Weighted
Average
Grant Date
Fair Value
Unvested, December 31, 2014
310,000

 
$
0.10

Granted

 

Vested

 

Forfeited
(150,000
)
 
0.10

Unvested, December 31, 2015
160,000

 
$
0.10