Stockholders' Equity

9 Months Ended

Sep. 30, 2018

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

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: 

				Gross
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)