Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v2.4.1.9
Stock-Based Compensation
12 Months Ended
Dec. 31, 2014
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

13. Stock-Based Compensation

 

Equity Incentive Plans – Prior to the consummation of our IPO, the Company adopted the 2013 Equity Compensation Plan under which the Company reserved 500,000 shares of common stock for the purpose of providing equity incentives to employees, officers, directors and consultants including options, restricted stock, restricted stock units, stock appreciation rights, other equity awards, annual incentive awards and dividend equivalents. The plan provides for a maximum of 500,000 shares that could be acquired upon the exercise of a stock option or the vesting of restricted stock. The plan was approved by the Company's stockholders prior to the consummation of the IPO.

 

Stock Options

 

The following table summarizes the Company's stock option activity for the year ended December 31, 2014:

 

Number of Options

   

Weighted Average Exercise Price

   

Weighted Average Remaining Contractual Life (in Years)

   

Aggregate Intrinsic Value

 

Outstanding - December 31, 2013

  -     $ -       -     $ -  

Granted in compensatory arrangements

  187,000       3.45                  

Issued as Merger consideration

  183,000       3.45                  

Exercised

    -       -                  

Forfeited or Canceled

    (24,000 )     (3.45 )                

Outstanding – December 31, 2014

    346,000     $ 3.45       9.4     $ 491,320  
                                 

Exercisable – December 31, 2014

    183,000       3.45       9.5     $ 259,860  

 

A summary of the changes in the Company's unvested stock options is as follows:

 

Number of Options

   

Weighted Average Grant Date Fair Value

 

Unvested - December 31, 2013

  -     $ -  

Granted in compensatory arrangements

  187,000       1.65  

Issued as Merger consideration

  183,000       3.04  

Vested

    (183,000 )     (3.04 )

Forfeited or Canceled

    (24,000 )     1.65  

Unvested – December 31, 2014

    163,000     $ 1.65  

 

On March 31, 2014, the Company granted 187,000 stock options to certain directors, senior management and employees for future services. These options had a fair value of $308,350 using the Black-Sholes option-pricing model with the following assumptions:

 

Risk-free interest rate

    2.02 %  

Expected dividend yield

    0.00 %  

Expected volatility

    48.14 %  

Expected term

    6 years    

 

The options are exercisable at an exercise price of $3.45 per share over a ten-year term and vest over three years. The Company recorded $67,194 as compensation expense during the year ended December 31, 2014 pertaining to this grant.

 

As discussed in Note 4, the Company issued 183,000 stock options to Mr. Proman as part of the Merger Consideration in connection with the acquisition of NAPW. These options had a fair value of $556,496 using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate

    1.82 %  

Expected dividend yield

    0.00 %  

Expected volatility

    41.5 %  

Expected term

    5 years    

 

The options are fully vested and exercisable at an exercise price of $3.45 per share over a ten year term. The Company included the fair value of the options of $556,496 as part of the consideration paid in connection with the acquisition of NAPW.

 

Total unrecognized compensation expense related to unvested stock awards at December 31, 2014 amounts to $201,582 and is expected to be recognized over a weighted average period of 2.25 years.

 

Warrants

 

A summary of warrant activity for the year ended December 31, 2014 is as follows:

 

Number of Warrants

   

Weighted Average Exercise Price

   

Weighted Average Remaining Contractual Life (in Years)

   

Aggregate Intrinsic Value

 

Outstanding - December 31, 2013

  131,250     $ 10.00       5.2     $ -  

Granted

  231,250       7.41                  

Exercised

  -       -                  

Forfeited or Canceled

    -       -                  

Outstanding – December 31, 2014

    362,500     $ 8.34       4.5     $ 87,000  
                                 

Exercisable – December 31, 2014

    131,250       10.00       4.2     $ -  

 

A summary of the changes in the Company's unvested warrants is as follows:

 

Number of Warrants

   

Weighted Average Grant Date Fair Value

 

Unvested - December 31, 2013

  -     $ -  

Granted

  231,250       1.87  

Vested

  (231,250 )     (1.87 )

Forfeited or Canceled

    -       -  

Unvested – December 31, 2014

    -     $ -  

 

As discussed in Note 4, the Company granted 181,250 warrants to Mr. Proman as part of the Merger Consideration in connection with the acquisition of NAPW. These warrants had a fair value of $294,342. In addition, the Company granted 50,000 warrants to Aegis for financial advisory services rendered in connection with the NAPW acquisition. These warrants had a fair value of $138,768.

 

The fair value of the warrants was determined using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate

    1.82 %  

Expected dividend yield

    0.00 %  

Expected volatility

    41.5 %  

Expected term

    5 years    

 

The warrants are fully vested, are exercisable one year from the date of grant and have a five year term. Of the warrants granted, 100,000 are exercisable at an exercise price of $4.00 per share and 131,250 warrants are exercisable at an exercise price of $10.00 per share. The Company included the fair value of the warrants granted to Mr. Proman of $294,342 as part of the consideration paid in connection with the acquisition of NAPW. The fair value of the warrants granted to Aegis Capital of $138,768 has been recorded as acquisition related costs in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2014.

 

Restricted Stock

 

A summary of restricted stock activity for the year ended December 31, 2014 is as follows:

 

Number of Shares

   

Unvested - December 31, 2013

  -    

Granted

  300,000    

Vested

  (99,999 )  

Forfeited or Canceled

    -    

Unvested – December 31, 2014

    200,001    

 

As discussed in Note 4, the Company granted an aggregate of 300,000 shares of restricted common stock to the Stockholders. Of these shares, 99,999 were fully vested on the date of grant and the remaining shares are scheduled to vest in equal annual increments of 66,667 shares over a three year period, with the first vesting date being November 26, 2015, subject to continued employment on each applicable vesting date. The aggregate grant date fair value of the awards amounted to $1,494,000, based upon the closing market price on the date of grant. The Company recorded $497,994 as compensation expense pertaining to the grants during the year ended December 31, 2014.