Annual report pursuant to Section 13 and 15(d)

STOCKHOLDER'S EQUITY

v2.4.1.9
STOCKHOLDER'S EQUITY
12 Months Ended
Dec. 31, 2014
Notes to Financial Statements  
STOCKHOLDER'S EQUITY
[1]   Stock options

 

On October 9, 2013, the Company’s 2013 Stock Incentive Plan (“2013 Plan”) was approved by the Company’s stockholders (previously approved by the Company’s Board of Directors on August 7, 2013).  The 2013 Plan provides for the grant of any or all of the following types of awards: (a) stock options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards.  Awards under the 2013 Plan may be granted singly, in combination, or in tandem.  Subject to standard anti-dilution adjustments as provided in the 2013 Plan, the 2013 Plan provides for an aggregate of 2,600,000 shares of the Company’s common stock to be available for distribution pursuant to the 2013 Plan.  The Compensation Committee will generally have the authority to administer the 2013 Plan, determine participants who will be granted awards under the 2013 Plan, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards.  Awards under the 2013 Plan may be granted to employees, directors and consultants of the Company and its subsidiaries.

 

At December 31, 2014, stock options to purchase an aggregate of 280,000 shares of common stock were outstanding under the 2013 Stock Incentive Plan and options to purchase 2,670,000 shares of common stock were outstanding representing option grants outside of the 2013 Plan (issued prior to the establishment of the 2013 Plan).

 

The fair value of options on the date of grant is estimated using the Black-Scholes option-pricing model utilizing the following weighted average assumptions:

 

  Year Ended  
  December 31,  
  2014   2013  
         
Exercise Prices $1.65   $1.19 - $1.88  
Risk-free interest rates 1.65%   0.78% - 1.24%  
Expected option life in years 5 years   5 years  
Expected stock price volatility 42.65%   43.54% - 44.31%  
Expected dividend yield 0.00%   0.00%  

  

The weighted average fair value of the options, on the option grant date during the years ended December 31, 2014 and December 31, 2013 was $0.65 and $0.68 per share, respectively.

 

The following table summarizes stock option activity for the years ended December 31:

 

    2014     2013  
          Weighted           Weighted  
          Average           Average  
    Options     Exercise     Options     Exercise  
    Outstanding     Price     Outstanding     Price  
                         
Options outstanding at beginning of year     4,282,500       $0.91       5,582,500       $0.78  
Granted     280,000       $1.65       400,000       $1.71  
Expired                 (297,500)       $0.66  
Exercised     (1,612,500 )     $0.39       (1,402,500)     $0.69  
                                 
Options outstanding at end of year     2,950,000       $1.27       4,282,500       $0.91  
                                 
Options exercisable at end of year     2,637,503       $1.24       3,790,834       $0.84  

  

During the years ended December 31, 2014 and December 31, 2013, the Company granted stock options to purchase an aggregate of 280,000 and 400,000 shares of its common stock, respectively, to its officers, directors and consultants.  The fair value of these options based on the Black-Scholes option-pricing model amounted to $208,000 and $271,000, respectively, for the 2014 and 2013 grants.  The Company recognized stock-based compensation of $333,000 (consisting of $296,000 with respect to employees and directors and $37,000 for a consultant) and $390,000 (all related to employees and directors) in 2014 and 2013, respectively.  The Company has remaining unrecognized expenses related to unvested stock options of $228,000.

 

During the year ended December 31, 2014, options to purchase an aggregate of 1,592,500 shares of the Company’s common stock were exercised on a cashless (net exercise basis), at prices ranging from $0.25 per share to $0.68 per share.  As all of these options were exercised on a cashless (net exercise) basis and shares were delivered to fund payroll withholding taxes on exercise as noted below, an aggregate of 735,528 net shares of common stock were issued as a result of these option exercises. During the year ended December 31, 2014 with respect to the aforementioned stock option exercises, an aggregate of 533,256 shares were delivered by the Company’s Chief Executive and Executive Vice President with an aggregate  value of $1,013,938 to fund payroll withholding taxes on exercise.

 

In July 2014, two individuals exercised options to purchase an aggregate of 20,000 shares of common stock, at an exercise price of $1.00 per share.

 

During the year ended December 31, 2013, options to purchase an aggregate of 1,402,500 shares of the Company’s common stock were exercised (primarily on a cashless or net exercise basis) at prices ranging from $0.54 per share to $1.35 per share, resulting in cash proceeds to the Company of $72,000.  As most of these options were exercised on a cashless (net exercise) basis, an aggregate of 679,401 net shares of common stock were issued.  In addition, during the year ended December 31, 2013 an aggregate of 381,741 shares were delivered by the Company’s Chief Executive and Executive Vice President with an aggregate value of $690,000 to fund payroll withholding taxes on exercise.

 

The following table presents information relating to all stock options outstanding and exercisable at December 31, 2014:

 

 

            Weighted        
        Weighted   Average       Weighted
Range of       Average   Remaining       Average
Exercise   Options   Exercise   Life in   Options   Exercise
Price   Outstanding   Price   Years   Exercisable   Price
                     
$0.83 - $1.88   2,950,000   $1.27   3.71   2,637,503   $1.24
                     
                     

 

[2]   Warrants:

 

As of December 31, 2014, the following are the outstanding warrants to purchase shares of the Company's common stock:

 

Number of   Exercise    
Warrants   Price   Expiration Date
         
250,000   $2.10   May 21, 2018
250,000   $1.40   May 21, 2018
125,000   $2.10   July 26, 2018
125,000   $1.40   July 26, 2018
750,000        

 

 

The outstanding warrants at December 31, 2014 pertain to 5-year warrants issued in connection with the Company’s (through Mirror Worlds Technologies, LLC, its wholly-owned subsidiary) purchase of the patent portfolio owned by Mirror Worlds, LLC in May 2013 (See Note H[2]).  Such warrants include warrants to purchase an aggregate of 750,000 shares of common stock (375,000 shares at $2.10 per share and 375,000 shares at $1.40 per share) owned by Recognition Interface, LLC.

 

On June 3, 2014, the Company repurchased at a purchase price of $505,000 from Looking Glass LLC (previously Mirror Worlds LLC), the prior owner of the Mirror Worlds Patent Portfolio, warrants to purchase an aggregate of 1,750,000 shares of its common stock (875,000 shares at an exercise price of $2.10 per share and 875,000 shares at an exercise price of $1.40 per share).  The Company did not issue any warrants in 2014.

 

On October 7, 2013, warrants to purchase 250,000 shares of the Company’s common stock were exercised (on a cashless basis) by the Company’s Chairman and Chief Executive Officer and 53,475 shares were delivered to satisfy withholding taxes (with a value of $91,000) which resulted in a net issuance of 96,525 shares of common stock.

 

On July 22, 2013, warrants, issued in connection with the Company’s purchase of the patent portfolio of Mirror Worlds, LLC (described above), to purchase an aggregate of 500,000 shares of common stock were exercised by Abacus & Associates, Inc., at a price of $2.05 per share or aggregate proceeds to the Company of $1,025,000 (see Note H[2]).