Quarterly report pursuant to sections 13 or 15(d)

Stock Option Plans

Stock Option Plans
3 Months Ended
Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Option Plans



On May 15, 2006, the Company adopted the 2006 Stock Incentive Plan. Under this plan, the Company may issue shares of restricted stock, incentive stock options, or non-statutory stock options to employees, directors, and consultants. The aggregate number of shares which may be issued under this plan was 16,521,704, which was increased by 1,456,786 to 17,978,490 as part of the Series B Offering in 2007. This plan was terminated on February 7, 2014.


On February 7, 2014, the Company adopted the 2014 Equity Compensation Plan. Under this plan, the Company may issue options to purchase shares of common stock to employees, directors, advisors, and consultants. The aggregate number of shares which may be issued under this plan is 30,420,148.


Under the terms of the 2014 Equity Compensation Plan and the 2006 Stock Incentive Plan (collectively, the “Plans”), incentive stock options may be granted to employees at a price per share not less than 100% of the fair market value at date of grant. If the incentive stock option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of common stock on the grant date. Non-statutory stock options and restricted stock may be granted to employees, directors, advisors, and consultants at a price per share, not less than 100% of the fair market value at date of grant. Options granted are exercisable, unless specified differently in the grant documents, over a default term of ten years from the date of grant and generally vest over a period of four years.


A summary of stock option activity is as follows:




exercise price

term in years
intrinsic value
Outstanding January 1, 2013     15,290,486     $ 0.07       3.89     $ 358,662  
Exercisable January 1, 2013     14,524,861     $ 0.07       3.75     $ 332,052  
Granted     -                          
Exercised     -                          
Forfeited     -                          
Outstanding December 31, 2013     15,290,486     $ 0.07       3.89     $ 305,810  
Exercisable December 31, 2013     15,290,486     $ 0.07       3.89     $ 290,497  
Canceled     (15,290,486 )                        
Granted     27,756,821-                          
Exercised     -                          
Forfeited     -                          
Outstanding March 31, 2014     27,756,821     $ 0.51       4.74     $ 2,376,896  
Exercisable March 31, 2014     18,980,238     $ 0.45       4.39     $ 2,376,896  


The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price option recipients would have received if all options had been exercised on the date of issue, based on a valuation of the Company’s stock for that day.


A summary of the Company’s non-vested options for the three-month period ended March 31, 2014 and for the year ended December 31, 2013 is presented below:


Non-vested at January 1, 2013     765,625  
Granted     -  
Vested     (765,625 )
Forfeited     -  
Non-vested at December 31, 2013     -  
Granted     27,756,821  
Vested     (18,980,238 )
Forfeited     -  
Non-vested at March 31, 2014     8,776, 583  


As of March 31, 2014, total unrecognized stock-based compensation expense related to all unvested stock options was $1,994,678, which is expected to be expensed over a weighted average period of 1 year.


Under ASC No. 718, the Company estimates the fair value of stock options granted on each grant date using the Black-Scholes option valuation model and recognizes and expenses the value of the granted options over the requisite service period. The range of fair value assumptions related to options outstanding as of March 31, 2014, and December 31, 2013, were as follows:


    March 31, 2014     December 31, 2013  
Dividend yield     0.0 %     0.0 %
Risk-free rate     0.12% - 1.47 %     0.92% - 5.15 %
Expected volatility     116% - 170 %     116% - 170 %
Expected term     1.1 - 5.5 years       2.5 - 7.5 years  


The expected volatility was calculated based on the historical volatilities of publicly traded peer companies, determined by the Company. The risk free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. Due to a lack of historical information needed to estimate the Company’s expected term, it was estimated using the simplified method allowed under ASC No. 718.


As part of the requirements of ASC No. 718, the Company is required to estimate potential forfeitures of stock grants and adjust stock based compensation expense accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock based compensation expenses to be recognized in future periods.


The Company recognized $3,886,646, $3,615, and $5,486,113 in stock based compensation expense during the three-month periods ended March 31, 2014 and 2013 and for the period from inception to March 31, 2014, respectively.