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Stock Based Compensation

12 Months Ended

Dec. 31, 2018

Share-based Payment Arrangement [Abstract]

18. Stock Based Compensation

Common Stock Options

On March 28, 2018, the Board approved an increase in the number of shares of the Company’s common stock reserved for grant pursuant to the 2016 Stock Incentive Plan (the “2016 Plan”) from 3,000,000 shares to 5,000,000 shares. In August 2018, the Company increased the authorized number of shares of common stock under the 2016 Plan from 5,000,000 shares to 10,000,000 shares. The Company’s shareholders approved the increase in the number of shares authorized under the 2016 Plan on April 3, 2020. The 2016 Plan is administered by the Board, and there were no grants prior to the formation of the 2016 Plan. Shares subject to an award that lapse, expire, are forfeited or for any reason are terminated unexercised or unvested will automatically again become available for issuance under the 2016 Plan. Common stock options issued under the 2016 Plan may have a term of up to ten years and may have variable vesting provisions.

As of December 31, 2018, options to acquire 9,405,541 shares of the Company’s common stock had been granted under the 2016 Plan, and options to acquire 594,459 shares of common stock remain available for future grant.

The estimated fair value of the stock based awards is recognized as compensation expense over the vesting period of the award. The fair value of the common stock option awards is estimated at the grant date as calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life.

The fair value of common stock options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.27% to 3.05%
Expected dividend yield	0.00	%
Expected volatility	108.34% to 139.36%
Expected life	3-6 years

A summary of the common stock option activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Common stock options outstanding at January 1, 2018		2,176,637		$	1.25		9.25
Granted		8,187,750			0.84
Exercised		(125,000	)		0.17
Forfeited		(732,353	)		1.41
Expired		(101,493	)		1.49
Common stock options outstanding at December 31, 2018		9,405,541			0.61		9.30
Common stock options exercisable at December 31, 2018		1,853,186			1.14		8.77

The aggregate grant date fair value of common stock options granted during the year ended December 31, 2018 was $5,566,385. The aggregate intrinsic value as of December 31, 2018 and 2017 was none and $1,573,000, respectively.

In conjunction with the Recapitalization, the Company assumed 175,000 fully vested common stock options having an exercise price of $0.17 per share and an expiration date of May 15, 2019. Of those options, 125,000 were exercised in June 2018 on a cashless basis resulting in the issuance of 106,154 net shares of common stock.

The exercise prices of common stock options outstanding and exercisable are as follows as of December 31, 2018:

	Options		Options
Exercise	Outstanding		Exercisable
Price	(Shares)		(Shares)
Under $1.00		6,093,500		516,333
$1.01 to $1.25		1,707,482		921,946
$1.26 to $1.50		28,309		7,198
$1.51 to $1.75		345,000		108,542
$1.76 to $2.00		1,055,000		252,500
$2.01 to $2.25		135,000		5,417
$2.26 to $2.50		41,250		41,250
		9,405,541		1,853,186

Outstanding options for 7,552,355 shares of the Company’s common stock had not vested at December 31, 2018.

As of December 31, 2018, there was approximately $4,338,362 of total unrecognized compensation expense related to common stock options granted which is expected to be recognized over a weighted-average period of approximately 2.19 years.

The intrinsic value of exercisable but unexercised in-the-money common stock options as of December 31, 2018 was approximately $7,750, based on a fair market value of the Company’s common stock of $0.48 per share on December 31, 2018.

Outside Options

The Company granted common stock options outside the 2016 Plan during the year ended December 31, 2018 to acquire shares of the Company’s common stock certain officers, directors and employees of the Company as approved by the Board and administered by the Company (the “Outside Options”) as follows:

	●	On November 2, 2018, 360,000 common stock options were granted which vest based on certain performance targets.
	●	On December 12, 2018, 354,000 common stock options were granted which vest over time.
	●	On December 13, 2018, 1,000,000 common stock options were granted which vest over time and 700,000 common stock options were granted which vest based on certain performance achievements or certain performance targets.

The Company did not have sufficient authorized but unissued common shares to allow for the exercise of these stock options, therefore, these stock option grants were considered unfunded and were not exercisable until sufficient common shares were authorized (further details subsequent to the date of these consolidated financial statements are provided in Note 24 under the heading Sequencing Policy). Common stock options issued pursuant to the Outside Plan may have a term of up to ten years.

The fair value of common stock options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.79% to 3.09%
Expected dividend yield	0.00	%
Expected volatility	113.49% to 116.86%
Expected life	6 years

					Weighted
					Average
			Weighted		Remaining
	Number		Average		Contractual
	of		Exercise		Life
	Shares		Price		(in Years)
Stock options outstanding at January 1, 2018		-	$	-		-
Granted		2,414,000		0.36
Stock options outstanding at December 31, 2018		2,414,000		0.36		9.94
Stock options exercisable at December 31, 2018		-		-		-

The aggregate grant date fair value of common stock options granted during the year ended December 31, 2018 was $755,884. The aggregate intrinsic value as of December 31, 2018 was $277,820.

As of December 31, 2018, there was approximately $733,875 of total unrecognized compensation expense related to common stock options granted which is expected to be recognized over a weighted-average period of approximately 2.92 years.

Channel Partner Warrants

At December 31, 2018, Channel Partner Warrants to purchase 4,215,500 shares of the Company’s common stock had been issued, and warrants to purchase 982,860, after considering the reduction in the total warrants available of 2,000,000, shares of common stock remain available for future grant.

Upon the performance condition being met under the terms of the Channel Partner Warrants, such warrant will be earned and issued, and once earned will vest over three years and expire five years from issuance. The warrants are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the warrants vest, they are valued on each vesting date. Channel Partner Warrants with performance conditions that do not have sufficiently large disincentive for non-performance are measured at fair value that is not fixed until performance is complete. The estimated fair value of the equity-based awards is recognized as an expense at the vesting date of the award. The fair value of the warrant is estimated at the vesting date as calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and warrant life.

The fair value of Channel Partner Warrants issued during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.53% to 2.89%
Expected dividend yield	0.00	%
Expected volatility	95.73% to 119.45%
Expected life	3-5 years

A summary of the Channel Partner Warrants activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Channel Partner Warrants outstanding at January 1, 2018		1,303,832		$	1.48		4.35
Issued		295,000			1.74
Exercised		-			-
Forfeited		(581,692	)		1.47
Channel Partner Warrants outstanding at December 31, 2018		1,017,140			1.47		3.57
Channel Partner Warrants exercisable at December 31, 2018		319,944			1.39		3.54

The exercise prices range from $1.32 to $2.25 per share. There was no intrinsic value of exercisable but unexercised in-the-money Channel Partner Warrants since the fair market value of $0.48 per share of the Company’s common stock was lower than the exercise prices on December 31, 2018.

A summary of stock based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

	Restricted		Common		Channel
	Stock		Stock		Partner
	Awards		Options		Warrants		Totals
During the year ended December 31, 2018:
Cost of revenue	$	6,745	$	-	$	152,460	$	159,205
Research and development		100,926		95,941		-		196,867
General and administrative		2,872,732		1,112,020		-		3,984,752
Total costs charged to operations		2,980,403		1,207,961		152,460		4,340,824
Capitalized platform development		1,639,038		211,346		-		1,850,384
Total stock based compensation	$	4,619,441	$	1,419,307	$	152,460	$	6,191,208
During the year ended December 31, 2017:
Cost of revenue	$	-	$	-	$	229,720	$	229,720
Research and development		-		-		-		-
General and administrative		777,206		618,761		-		1,395,967
Total costs charged to operations		777,206		618,761		229,720		1,625,687
Capitalized platform development		614,573		-		-		614,573
Total stock based compensation	$	1,391,779	$	618,761	$	229,720	$	2,240,260