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Stockholders' Equity
 12 Months Ended
Dec. 31, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
Note 7 – Stockholders’ Equity
 
Common Stock and Preferred Stock
 
The Company is authorized to issue 62,500,000 shares of common stock and 2,000,000 shares of preferred stock. Preferences, limitations, voting powers and relative rights of any preferred stock to be issued may be determined by the Company’s Board of Directors. The Company has not issued any shares of preferred stock.
 
In March 2014, the Company completed a registered direct offering of common stock whereby 812,500 shares were issued at $8.00 per share. Gross proceeds from the offering totaled $6.5 million and net cash proceeds approximated $5.8 million. Expenses of the offering approximated $0.8 million. Cash expenses included placement agent fees of $488,000, placement agent legal and other fees of $75,000, issuer legal fees of $113,000, and other costs of $44,000. Non-cash expenses consisted of a warrant to purchase 20,313 shares of the Company’s common stock at $10.00 per share exercisable until March 2019 valued at $92,000.
 
As described in Note 11, the Company completed a $17.5 million underwritten public offering of common stock in February 2015.
 
Equity Incentive Plan
 
The Company has an Equity Incentive Plan (the Plan) which provides for the granting of options to purchase shares of common stock, stock awards to purchase shares at no less than 85% of the value of the shares, and stock bonuses to officers, employees, board members, certain consultants, and advisors. The Compensation Committee of the Board of Directors is authorized to administer the Plan and establish the grant terms, including the grant price, vesting period and exercise date. As of December 31, 2014, the number of shares reserved for issuance under the Equity Incentive Plan totaled 1,077,005 shares. The Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 10% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine.  Activity under the Plan is as follows:
 
 
 
2014
 
2013
 
Reserved but unissued shares under the Equity Incentive Plan, beginning of year
 
 
249,736
 
 
480,260
 
Increases in the number of authorized shares under the Equity Incentive Plan
 
 
85,705
 
 
5,866
 
Grants of stock options
 
 
(141,880)
 
 
(206,390)
 
Stock option forfeitures
 
 
24,688
 
 
-
 
Exercise of stock options
 
 
39,140
 
 
-
 
Stock grants
 
 
(14,625)
 
 
(30,000)
 
Stock grant forfeitures
 
 
-
 
 
-
 
Reserved but unissued shares under the Equity Incentive Plan, end of year
 
 
242,764
 
 
249,736
 
 
Stock Options
 
In 2014, the Company granted 122,880 and 19,000 stock options, respectively, under the Plan to certain employees and consultants. The stock options have exercise prices of $9.90 and $8.22 per share, the grant date fair values, a contractual life of 10 years, and vest over four years. As permitted by SAB 107, due to the Company’s insufficient history of option activity, management utilized the simplified approach to estimate the options’ expected term, which represents the period of time that options granted are expected to be outstanding. Expected volatility was determined through the Company’s historical stock price volatility. The Company estimated the forfeiture rate at the time of grant and will revise it, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognizes compensation costs only for those equity awards expected to vest. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options:
 
Expected life
 
6.25 years
 
Weighted average volatility
 
74
%
Forfeiture rate
 
13
%
Weighted average risk-free interest rate
 
1.93
%
Expected dividend rate
 
-
 
 
The fair value of stock options granted estimated on the date of grant using the Black-Scholes option valuation model was $799,000. The recognized compensation expense associated with these grants in 2014 was $178,000.
 
In 2013, the Company granted 203,990 and 2,400 stock options, respectively, under the Plan to certain employees. The stock options have exercise prices of $4.88 and $7.33 per share, the grant date fair values, a contractual life of 10 years, and vest over four years. The following weighted-average assumptions were utilized in the calculation of the fair value of the stock options:
 
Expected life
 
6.25 years
 
Weighted average volatility
 
33
%
Forfeiture rate
 
13
%
Weighted average risk-free interest rate
 
1.31
%
Expected dividend rate
 
-
 
 
The fair value of stock options granted estimated on the date of grant using the Black-Scholes option valuation model was $307,000. The recognized compensation expense associated with these grants in 2014 and 2013 was $122,000 and $76,000, respectively.
 
A summary of the Company’s stock option activity and related information is as follows:
 
 
 
2014
 
2013
 
 
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
Weighted
 
 
 
Options
 
 
 
Average
 
Options
 
 
 
Average
 
 
 
to
 
Weighted
 
Remaining
 
To
 
Weighted
 
Remaining
 
 
 
Purchase
 
Average
 
Contractual
 
Purchase
 
Average
 
Contractual
 
 
 
Common
 
Exercise
 
Life
 
Common
 
Exercise
 
Life
 
 
 
Stock
 
Price
 
(in years)
 
Stock
 
Price
 
(in years)
 
Outstanding at January 1
 
 
565,765
 
$
3.19
 
 
8.21
 
 
359,375
 
$
2.20
 
 
8.75
 
Granted
 
 
141,880
 
$
9.68
 
 
7.70
 
 
206,390
 
$
4.91
 
 
9.01
 
Exercised
 
 
(39,140)
 
$
3.11
 
 
-
 
 
-
 
 
-
 
 
-
 
Forfeited/Expired/Exchanged
 
 
(24,688)
 
$
7.36
 
 
-
 
 
-
 
 
-
 
 
-
 
Outstanding at December 31
 
 
643,817
 
$
4.46
 
 
5.67
 
 
565,765
 
$
3.19
 
 
8.21
 
Exercisable at December 31
 
 
441,958
 
$
3.50
 
 
4.47
 
 
317,354
 
$
2.44
 
 
7.87
 
 
In accordance with the Plan, 7,504 stock options were exercised in 2014 prior to vesting and the resulting shares of common stock were issued with a declining repurchase right in favor of the Company at the exercise price of $4.88 per share should the employee terminate employment or upon other related circumstances prior to December 31, 2016. At December 31, 2014, all 7,504 shares remained subject to this repurchase right.
 
A summary of the status of the Company’s non-vested stock options at December 31 and changes during the year is as follows:
 
 
 
2014
 
2013
 
 
 
 
 
 
Weighted
 
 
 
 
Weighted
 
 
 
Number of
 
Average Grant
 
Number of
 
Average Grant
 
 
 
Options
 
Date Fair Value
 
Options
 
Date Fair Value
 
Non-vested stock options at January 1
 
 
248,411
 
$
4.15
 
 
117,188
 
$
2.20
 
Granted
 
 
141,880
 
$
9.68
 
 
206,390
 
$
4.91
 
Vested
 
 
(156,240)
 
$
5.50
 
 
(75,167)
 
$
3.21
 
Exercised
 
 
(7,504)
 
$
4.88
 
 
-
 
 
-
 
Forfeited/Expired/Exchanged
 
 
(24,688)
 
$
7.36
 
 
-
 
 
-
 
Non-vested stock options at December 31
 
 
201,859
 
$
6.57
 
 
248,411
 
$
4.15
 
 
The estimated aggregate pretax intrinsic value of the Company’s outstanding vested stock options at December 31, 2014 is $1,788,000. The intrinsic value is the difference between the Company’s common stock price and the option exercise prices multiplied by the number of in-the-money options. This amount changes based on the fair value of the Company’s common stock.
 
At December 31, 2014, there was $601,000 of total unrecognized compensation cost related to non-vested stock option-based compensation arrangements granted under the Plan. That cost is expected to be recognized in future years as follows:
 
2015
 
$
229,000
 
2016
 
 
209,000
 
2017
 
 
153,000
 
2018
 
 
10,000
 
 
 
$
601,000
 
 
The recognized compensation cost associated with the Plan is as follows:
 
 
 
2014
 
2013
 
Research and development
 
$
99,000
 
$
42,000
 
General and administrative
 
 
240,000
 
 
73,000
 
Effect on net loss
 
$
339,000
 
$
115,000
 
Effect on net loss per share
 
$
0.04
 
$
0.01
 
 
Stock Grants
 
In 2014 and 2013, the Company granted 14,625 and 30,000 shares, respectively, of common stock under the Equity Incentive Plan to its three independent directors in accordance with agreements for service on the board. The fair value of the stock at the time of grant was $10.26 and $5.00 per share for a total value of $150,000 in 2014 and 2013, respectively, which the Company recognized in general and administrative expense.
 
In 2011, the Company granted 125,000 shares of stock under the Equity Incentive Plan to a key employee which are subject to declining repurchase rights by the Company at $0.0001 per share should the employee terminate employment or upon other related circumstances prior to September 30, 2016. The Company recognized general and administrative compensation expense of $26,000 and $31,000 in 2014 and 2013, respectively. The remaining cost is reflected as a contra-equity balance against additional paid in capital and is expected to be recognized in future years as follows:
 
2015
 
$
26,000
 
2016
 
 
20,000
 
 
 
$
46,000
 
 
Consultant Stock Plan
 
In May 2013, the shareholders approved the 2013 Consultant Stock Plan (the Consultant Plan) which provides for the granting of shares of common stock to consultants who provide services related to capital raising, investor relations, and making a market in or promoting the Company’s securities. The Company’s officers, employees, and board members are not entitled to receive grants from the Consultant Plan. The Compensation Committee of the Board of Directors is authorized to administer the Consultant Plan and establish the grant terms. The number of shares reserved for issuance under the Consultant Plan on the date of adoption in May 2013 totaled 75,000 shares and on December 31, 2014 totaled 83,858 shares. The Consultant Plan provides for quarterly increases in the available number of authorized shares equal to the lesser of 1% of any new shares issued by the Company during the quarter immediately prior to the adjustment date or such lesser amount as the Board of Directors shall determine. 
 
The Company granted 7,000 and 11,250 shares from the Consultant Plan to a consultant for services in 2014 and 2013, respectively. The fair value of the stock at the time of grant was $10.26 and $9.12 per share for a total value of $72,000 in 2014 and $102,000 in 2013 which the Company recognized in general and administrative expense.
 
Activity under the Consultant Plan from its inception to date is as follows:
 
 
 
2014
 
2013
 
 
 
 
 
Reserved but unissued shares under the Consultant Plan
 
 
64,037
 
 
75,000
 
Increases in the number of authorized shares under the Consultant Plan
 
 
8,571
 
 
287
 
Stock grants
 
 
(7,000)
 
 
(11,250)
 
Stock grant forfeitures
 
 
-
 
 
-
 
Reserved but unissued shares under the Consultant Plan
 
 
65,608
 
 
64,037
 
 
Warrants
 
In conjunction with the March 2014 registered direct offering of common stock, the Company granted a warrant to the placement agent to purchase 20,313 common stock shares at $10.00 per share exercisable until March 2019. The fair value of these warrants was estimated to be $92,000 on the date of the grant using the Black-Scholes option-pricing model. Expected volatility was determined based upon the historical prices of the Company’s common stock. The risk-free rate for periods within the contractual life of the warrants is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. The following weighted-average assumptions were utilized for the calculations:
 
Expected life (in years)
 
5
 
Weighted average volatility
 
74
%
Weighted average risk-free interest rate
 
1.49
%
Expected dividend rate
 
-
 
 
In 2013, a warrant to purchase 17,409 shares of common stock at $2.20 per share was exercised whereby the Company received $39,000 in proceeds. A summary of the Company’s warrant activity and related information is as follows:
 
 
 
2014
 
2013
 
 
 
 
 
 
Weighted Average
 
 
 
 
Weighted Average
 
 
 
Warrants
 
Exercise Price
 
Warrants
 
Exercise Price
 
Outstanding at beginning of year
 
 
543,959
 
$
3.92
 
 
561,368
 
$
3.86
 
Granted
 
 
20,313
 
$
10.00
 
 
-
 
 
-
 
Exercised
 
 
-
 
 
-
 
 
(17,409)
 
$
2.20
 
Forfeited/Expired
 
 
-
 
 
-
 
 
-
 
 
-
 
Outstanding at end of year
 
 
564,272
 
$
4.14
 
 
543,959
 
$
3.92
 
 
The following table summarizes the number of warrants, the weighted average exercise price, and weighted average life (in years) by price for both total outstanding warrants and total exercisable warrants at December 31, 2014:
 
 
 
 
Total Outstanding Warrants
Exercise Price
 
Warrants
 
Weighted Average
Exercise Price
 
 
Life
(in years)
 
$
1.80
 
80,000
 
$
1.80
 
 
6.13
 
$
2.20
 
118,959
 
$
2.20
 
 
1.36
 
$
5.00
 
345,000
 
$
5.00
 
 
2.32
 
$
10.00
 
20,313
 
$
10.00
 
 
4.18
 
 
 
 
564,272
 
$
4.14