XML 26 R14.htm IDEA: XBRL DOCUMENT v3.7.0.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2017
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
Note 6 – 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 January 2017, the Company completed a rights offering and public offering of units comprised of common stock and warrants at $4.00 per unit (the Rights Offering) whereby 2,395,471 shares of common stock and warrants for the purchase of 2,395,471 shares of common stock were issued. The warrants allow each holder to purchase one share of common stock at an exercise price of $4.00 per share, are non-callable, expire on January 25, 2019, and are publicly traded on the NASDAQ Capital Market under the symbol “CLIRW”. Gross proceeds from the Rights Offering totaled $9.6 million and net cash proceeds approximated $8.7 million. Expenses of the Rights Offering approximated $915,000, including dealer-manager and placement agent fees of $575,000 paid to MDB Capital Group LLC (MDB) and MDB’s legal fees of $60,000.
 
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, 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 March 31, 2017, the number of shares of common stock reserved for issuance under the Plan totaled 1,408,621. 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. As a result, the number of shares reserved for issuance under the Plan at April 1, 2017 totaled 1,670,363 shares.
 
In February 2017, the Company issued 83,334 shares of common stock under the Plan to its three independent directors in accordance with agreements entered into with each director. The common stock is subject to repurchase rights by the Company at $0.0001 per share through February 10, 2018 upon the termination of the individual’s services as a director or other circumstances as set forth in the award agreements. The fair value of the stock at the time of grant was $3.60 per share for a total value of $300,000. The Company recognized $75,000 in general and administrative expense for the three months ended March 31, 2017 and will recognize the remaining $225,000 during the remainder of 2017.
 
In February 2017, the Company issued 136,110 shares of common stock under the Plan to its executive officers in payment of 2016 accrued bonuses. The stock grants are subject to repurchase rights by the Company at $0.0001 per share through February 10, 2018 in the event of employee termination. The fair value of the stock at the time of grant was $3.60 per share for a total value of $490,000.
 
Outstanding stock option grants at March 31, 2017 and December 31, 2016 totaled 873,210 shares and 882,815 shares, respectively, with the right to purchase 667,572 shares and 547,532 shares being vested and exercisable at March 31, 2017 and December 31, 2016, respectively. The recognized compensation expense associated with these grants for the three months ended March 31, 2017 and 2016 totaled $143,000 and $205,000, respectively. At March 31, 2017 and April 1, 2017, the number of shares reserved under the Plan but unissued totaled 58,397 and 320,129, respectively. At March 31, 2017, in addition to the $225,000 of director stock based compensation to be recognized in 2017, there was $524,000 of total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.4 years.
 
Consultant Stock Plan
 
The Company has a 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 March 31, 2017 totaled 117,018 with 81,268 of those shares unissued. 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.  In August 2016, the Company granted 10,000 shares of common stock under the Consultant Stock Plan to a consultant for services from June 2016 to May 2017 and subject to completion of service each quarter. The fair value of the stock at the time of grant was $4.85 per share for a total value of $49,000 which the Company will recognize in general and administrative expense on a pro-rated quarterly basis. The Consultant Plan expense for the three months ended March 31, 2017 and 2016 was $12,000 and $10,000, respectively.
 
Warrants
 
In connection with the Rights Offering, the Company issued 2,395,471 publicly traded warrants which allow each holder to purchase one share of common stock at an exercise price of $4.00 per share, are non-callable, and expire on January 25, 2019. The warrants were sold with shares of common stock for $4.00 per unit. The unit price was allocated to the warrants and common stock based upon the pro rata fair market value of the securities, with the warrants valued using the Black-Scholes option-pricing model. The allocated fair value of these warrants was estimated to be $2,324,000 on the date of issuance. 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 issuance. 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)
 
 
2
 
Volatility
 
 
68%
 
Risk-free interest rate
 
 
1.23%
 
Expected dividend rate
 
 
-
 
 
The Company has the following warrants outstanding at March 31, 2017:
 
Exercise Price
 
Warrants
 
Wtd. Avg.
Exercise
Price
 
Remaining
Life
(in years)
 
$
1.80
 
 
80,000
 
$
1.80
 
 
3.88
 
$
4.00
 
 
2,395,471
 
$
4.00
 
 
1.82
 
$
5.00
 
 
345,000
 
$
5.00
 
 
0.07
 
$
10.00
 
 
20,313
 
$
10.00
 
 
1.93
 
 
 
 
 
2,840,784
 
$
4.10
 
 
 
 
 
In April 2017, the 345,000 warrants to purchase common stock at $5.00 per share expired unexercised.