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Stockholders' Equity
 6 Months Ended
Jun. 30, 2014
Equity [Abstract]  
Stockholders' Equity

13. Stockholders’ Equity

Preferred Stock - Our authorized preferred stock consists of 10,000,000 shares of preferred stock with a par value of $0.001, of which no shares have been issued or are outstanding.

Common Stock - Our authorized common stock consists of 200,000,000 shares of common stock with a par value of $0.001 with 97,050,674 shares and 95,814,565 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively.

During the six months ended June 30, 2014, we issued shares of common stock as follows:

 

     Common Stock
Shares		      Amount  

Sale of common stock and warrants

      1,192,500       $ 2,385,000   

Note and interest conversions

      23,201         29,001   

Common stock for services

      20,408         50,000   
  

 

 

     

 

 

  
     1,236,109       $ 2,464,001   
  

 

 

     

 

 

  

Common Stock for Services – We issued 20,408 shares of common stock to consultants for $50,000 of services, which $33,333 was expensed during the six months ended June 30, 2014 and $16,667 was prepaid for services in the subsequent period. We issued 17,226 shares of common stock to employees and consultants for $50,780 of services during the six months ended June 30, 2013.

Sale of Common Stock and Warrants – On April 18, 2014, we issued an aggregate of 1,192,500 units (the “Units”) to several accredited investors, for an aggregate purchase price of $2,385,000, with each Unit consisting of one share of our common stock and a warrant to purchase one share of our common stock for $2.00 per share. An additional 248,500 warrants were issued as finder’s fees to third parties. Therefore, in total we issued 1,192,500 shares of common stock and 1,441,000 warrants with a right to purchase one share of common stock for $2.00 per share. Each warrant may be exercised by the holder thereof, in such holder’s sole discretion, in whole or in part, any time prior to April 1, 2017.

Warrants for Services - On May 7, 2014, we issued to a third party for services an aggregate of 200,000 warrants to purchase one share of our common stock for $2.65 per share. Of the 200,000 warrants, 100,000 of the warrants were exercisable immediately and the remaining warrants become exercisable one year from grant based on performance conditions. We recorded stock-based compensation expense of $187,783 for the three months ended June 30, 2014 related to these warrants.

On May 28, 2014, we issued to a third party for services an aggregate of 1,650,000 contingent warrants to purchase one share of our common stock for $4.31 per share. The warrants become exercisable at various times after achieving future performance conditions related to services and revenue targets for Earth911. We recorded no stock-based compensation expense for the three months ended June 30, 2014 related to these warrants due to the uncertainty of attaining any of the performance conditions.

 

At June 30, 2014, we had outstanding exercisable warrants to purchase 1,541,000 shares of common stock and contingent warrants to purchase 1,750,000 shares of common stock.

 

Warrants Issued and Outstanding as of June 30, 2014

  
     Date of      Exercise
Price		      Shares of
Common Stock		  

Description

    Issuance      Expiration        

Exercisable warrants

            

Warrants 10 - 24

      4/18/14         4/1/17       $ 2.00         1,441,000   

Warrant 25

      5/7/2014         5/7/17       $ 2.65         100,000   
           

 

 

  

Total exercisable warrants

               1,541,000   

Contingent warrants

            

Warrant 26

      5/7/2014         5/7/17       $ 2.65         100,000   

Warrant 27

      5/28/2014         10/31/16       $ 4.31         450,000   

Warrants 28 - 34

      5/28/2014         10/31/18       $ 4.31         1,200,000   
           

 

 

  

Total contingent warrants

               1,750,000   
           

 

 

  

Total warrants issued and outstanding

               3,291,000   
           

 

 

  

Stock Option Plan - In October 2012, we adopted our 2012 Incentive Compensation Plan, which was subsequently amended in September 2013 (the “2012 Plan”). The 2012 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, and performance awards that may be settled in cash, stock, or other property to our officers, directors, employees, and consultants who are natural persons providing bona fide services to us or our subsidiaries and other designated affiliates, which we refer to as “Related Entities.” The purpose of the 2012 Plan is to assist us and our Related Entities in attracting, motivating, retaining, and rewarding high-quality executives and other employees, officers, directors, and individual consultants who provide services to us or our Related Entities, by enabling such persons to acquire or increase a proprietary interest in our company in order to strengthen the mutuality of interests between such persons and our stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder value. The 2012 Plan is administered by the compensation committee of our Board of Directors or a subcommittee thereof formed by the compensation committee, except to the extent our Board of Directors elects to administer the 2012 Plan (subject to limitations described in the 2012 Plan). Our policy is to fulfill any exercise of options from common stock that is authorized and unissued. The maximum number of shares of common stock available for grant under the plan is 7,500,000. Stock compensation expense prior to October 2012 is related to options granted prior to the Earth911 Merger that the 2012 Plan superseded at the time of the Earth911 Merger. The number of shares available for award under the plan is subject to adjustment for certain corporate changes in accordance with the provisions of the plan. Employee stock-based compensation expense was $359,456 and $1,573,010 for the six months ended June 30, 2014 and 2013, respectively.

Restricted Stock Units - During the quarter ended June 30, 2014, we granted restricted stock units representing 132,600 hypothetical shares of common stock under the 2012 Incentive Compensation Plan. The restricted stock units vested based on a combination of financial performance factors and continued service. The financial performance factors are based on the revenue generated by new business activity of one of our subsidiaries. All payouts of restricted stock units that vest will be exercisable immediately and will be paid in the form of common stock. While we do not anticipate issuing dividends, the restricted stock unit awards will not participate in any dividends prior to vesting.

We determined the fair value of the restricted stock unit awards granted based on the market value of the Company’s common stock on the date of grant, which was $3.75 per share. The company assumed a forfeiture rate of 0%. For the quarter ended June 30, 2014, the Company did not determine that it was probable that the restricted stock units would vest and recognized no compensation expense for the quarter.

 

Stock Options - Following is a summary of stock option activity subsequent to December 31, 2013 through June 30, 2014:

 

     Stock Options  
     Number
of Shares		     Exercise
Price Per
Share		      Weighted-
Average
Exercise Price
Per Share		  

Outstanding at December 31, 2013

      4,141,948      $ 2.00 - 3.25       $ 2.48   

Granted

      780,000      $ 2.90 - 3.75       $ 3.66   

Canceled/Forfeited

      (58,333 )    $ 2.05 - 2.05       $ 2.05   
  

 

 

       

Outstanding at June 30, 2014

      4,863,615      $ 2.00 - 3.75       $ 2.70   
  

 

 

       

As of June 30, 2014, the intrinsic value of options outstanding was $12,331,935 and the intrinsic value of options exercisable was $8,699,835.

The following additional information applies to options outstanding at June 30, 2014:

 

Ranges of

Exercise

Prices

  

Outstanding at

June 30,

2014

  

Weighted-

Average

Remaining

Contractual

Life

  

Weighted-

Average

Exercise

Price 

  

Exercisable at

June 30,

2014

  

Weighted-

Average

Exercise

Price

$2.00 - $3.75

   4,863,615   7.3   $                          2.70   3,266,115   $                        2.63

At June 30, 2014, the balance of unearned stock-based compensation to be expensed in future periods related to unvested share-based awards, as adjusted for expected forfeitures, was approximately $2,019,103.