Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
6 Months Ended
Jun. 30, 2017
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

 

Changes in stockholders’ equity for the six months ended June 30, 2017 were as follows: 

 

          Additional           Total  
    Common Stock     Paid in     Accumulated     Stockholders’  
(In thousand $)   Shares     Amount     Capital     deficit     equity  
Balance at December 31, 2016     5,344,372     $ 5     $ 33,099     $ (27,786 )   $ 5,318  
Net proceeds from sale of common stock     500,000       1       1,925       -       1,926  
Stock-based compensation expense     -       -       82       -       82  
Net loss     -       -       -       (2,223 )     (2,223 )
Balance at June 30, 2017     5,844,372     $ 6     $ 35,106     $ (30,009 )   $ 5,103  

 

Registered Direct Offering

 

On February 3, 2017, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance and sale by the Company of 500,000 shares of common stock, in a registered direct offering at a purchase price of $4.25 per share, for gross proceeds of $2,125. The offering closed on February 8, 2017. Offering costs of $199 were recognized as an offset to additional paid in capital.

 

Preferred Stock Purchase Rights

 

Effective February 14, 2017, the Board of Directors declared one Right for each of the Company’s issued and outstanding shares of common stock. The Rights were granted to the stockholders of record at the close of business on February 24, 2017. Each Right entitles the registered holder, upon the occurrence of certain events specified in the Rights Agreement, to purchase from the Company one one-thousandth of a share of the Company’s Series A Preferred Stock at a price of $7.00), subject to certain adjustments.

 

The Rights are not exercisable until the occurrence of certain events, including a person acquiring or obtaining the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock. The Rights are evidenced by certificates for the common stock and automatically transfer with the common stock unless they become exercisable. If the Rights become exercisable, separate certificates evidencing the Rights will be distributed to each holder of common stock. Holders of the preferred stock will be entitled to certain dividend, liquidation and voting rights. The rights are redeemable by the Company at a fixed price as determined by the Board, after certain defined events. As of June 30, 2017, the Rights have no dilutive effect on the earnings per common share calculation and no shares of preferred stock have been issued. The Company has determined that these rights have a de minimis fair value. The description and terms of the Rights are set forth in the Rights Agreement dated as of February 14, 2017 between the Company and Island Stock Transfer, as Rights Agent.

 

Issuance of Common Stock

The Company has periodically issued common stock in connection with certain private and public offerings. For the six months ended June 30, 2017 and June 30, 2016, the Company has received aggregate gross proceeds of $7,375 from these offerings as follows:

 

(In thousand $)         Gross  
Date   Shares     Proceeds  
March 6, 2016     1,500,000 (1)   $ 5,250  
February 8, 2017     500,000 (2)     2,125  
      2,000,000     $ 7,375  

 

(1) Shares issued pursuant to the closing of the first tranche of the Financing with RENS Technology Inc.
(2) Shares issued pursuant to a registered direct offering with an institutional investor.