Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

Stockholders' Equity
9 Months Ended
Sep. 30, 2018
Stockholders' Equity [Abstract]  



Changes in stockholders’ equity for the nine months ended September 30, 2018 were as follows:


                Additional           Total  
    Common Stock     paid-in     Accumulated     stockholders’  
    Shares     Amount     capital     deficit     equity  
Balance at December 31, 2017     6,340,604     $ 6     $ 36,202     $ (31,844 )   $ 4,364  
Net proceeds from sale of common stock     271,520       -       466       -       466  
Net proceeds from private sale of stock     806,452       1       977               978  
Stock-based compensation expense     -       -       140       -       140  
Issuance of restricted stock options     55,147       -       55               55  
Net loss     -       -       -       (3,158 )     (3,158 )
Balance at September 30, 2018     7,473,723     $ 7     $ 37,840     $ (35,002 )   $ 2,845  


Preferred Stock Purchase Rights


Effective February 14, 2017, the Board of Directors declared a dividend of one right (“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 us at a fixed price as determined by the Board, after certain defined events. 


As of September 30, 2018 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 nine months ended September 30, 2018 and 2017 the Company has received aggregate gross proceeds of $1,472 and $2,125 from these offerings: 


Date   Shares     Proceeds  
April 29, 2018     806,452 (1)   $ 1,000  
April 4 – April 23, 2018     131,225 (2)     176  
January 19, 2018     140,295 (3)     296  
February 8, 2017     500,000 (4)     2,125  


(1) Shares issued pursuant to a private placement with accredited investors for $1.24 per share.
(2) Shares of common stock sold for between $1.25 and $1.38 per share in an at-the-market offering.
(3)  Shares of common stock sold for $2.111 per share in an at-the-market offering.
(4) Shares issued pursuant to a registered direct offering with an institutional investor for $4.25 per share.


In addition, the Company issued 55,147 shares of restricted common stock under its equity incentive plan (see Note 11)