Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Stockholders' Equity

NOTE 9 - STOCKHOLDERS’ EQUITY

On August 26, 2016, the Company affected a one-for-four reverse stock split of the Company’s common stock. All references in this report to the number of shares of our common stock and to related per-share prices (including references to periods prior to the effective date of the reverse stock split) reflect this reverse stock split.

Sales of Equity – On August 30, 2017, the Company sold 1,200,000 shares of unregistered common stock and five-year warrants to purchase up to an aggregate of 240,000 additional shares of the Company’s common stock at an exercise price of $1.00 to a total of two related party accredited investors for an aggregate purchase price of $900,000, of which $300,000 was recorded as a subscription receivable as of December 31, 2017 in the stockholders equity section. On March 29, 2018, the Company received the payment of the $300,000 subscription receivable from the investor, which is presented net of $12,000 of financing costs.

On November 1, 2017, the Company issued 500,000 shares of its common stock, and a three-year warrant to purchase up to 125,000 additional shares of the Company’s common stock at an exercise price of $1.00 per share, along with a cash payment of $125,000, to Nix, Patterson & Roach LLP (“NPR”), a law firm, for the purpose of settling all accrued and outstanding billed and unbilled invoices for expenses owed by the Company to NPR of approximately $714,000 in connection with various litigation matters handled by NPR on behalf of the Company. The warrants had an estimated aggregate fair value of approximately $40,000 which was determined by utilizing the Black-Scholes-Merton option pricing model with a volatility of 89.1%, a risk free rate of return of 2.0% and zero dividend and forfeiture estimates. The aggregate estimated fair value of the cash payment and equity instruments issued to NPR was approximately $495,000 which resulted in a reduction of approximately $219,000 of legal expense recorded by the Company, and presented in general and administrative expenses on the Company’s financial statements, in conjunction with the agreement.

On July 3, 2018, the Company sold 214,286 shares of its common stock, par value $0.02 per share, to a related party accredited investor, Heng Fai Holdings Limited. The purchase price was $1.40 per share, for total proceeds of $300,000.

On December 17, 2018, the Company sold 612,245 shares of its common stock, par value $0.02 per share, to a related party accredited investor, Heng Fai Holdings Limited. The purchase price was $0.98 per share, for total proceeds of $600,000.

Stock Warrants –The following is a summary with respect to warrants outstanding and exercisable at December 31, 2018 and 2017 and activity during the years then ended:

	2018					2017
				Weighted					Weighted
				Average					Average
				Exercise					Exercise
	Warrants			Price		Warrants			Price
Outstanding at January 1:		2,645,090		$	10.98		2,812,515		$	11.20
Granted during the year		-			-		391,667			1.00
Lapsed/terminated		(1,214,974	)		19.20		(559,092	)		5.11
Outstanding at December 31:		1,430,116		$	4.00		2,645,090		$	10.98
Exercisable at December 31:		1,430,116		$	4.00		2,645,090		$	10.98
Weighted average months remaining					27.9					24.3

The Company did not issue any warrants in 2018. In 2017, the Company received an aggregate of approximately $336,000 in proceeds from the exercise of warrants for 394,091 shares of the Company’s common stock.

Stock Options - On June 20, 2013 the Company’s shareholders adopted the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the issuance of up to a total of 1,500,000 shares of common stock authorized to be issued for grants of options, restricted stock and other forms of equity to employees, directors and consultants. Under the terms of the 2013 Plan, options granted thereunder may be designated as options which qualify for incentive stock option treatment (“ISOs”) under Section 422A of the Internal Revenue Code, or options which do not qualify (“NQSOs”).

The following is a summary with respect to options outstanding at December 31, 2018 and 2017 and activity during the years then ended:

	2018							2017
	Number of Options			Weighted Average Exercise Price		Weighted Average Life Remaining			Number of Options			Weighted Average Exercise Price		Weighted Average Life Remaining
						(in years)								(in years)
Outstanding at January 1:		482,667			10.72					635,597			9.33
Granted		405,000			1.38					-			-
Lapsed/terminated		(105,012	)		4.96					(152,930	)		9.67
Outstanding at December 31:		782,655			6.66		3.2			482,667			10.72		3.3
Exercisable at December 31:		490,988			8.30		2.8			478,500			9.29		3.3
Expected to vest at December 31:		291,667			1.41		4.5			4,167			1.00		3.3
Aggregate intrinsic value of outstanding options at December 31:	$	-							$	10,000
Aggregate intrinsic value of exercisable options at December 31:	$	-							$	6,667
Aggregate intrinsic value of options expected to vest at December 31:	$	-							$	3,333

During the year ended December 31, 2018, the Company issued an aggregate of 405,000 options to purchase the Company’s common stock at between $1.30 and $1.55 per share with a term of five years to employees at its technology, corporate and printed products divisions, as well as independent board members. For 265,000 options granted during 2018 the options vest pro-ratably as follows: 1/3 on the grant date, 1/3 on the first anniversary of the grant date and 1/3 on the second anniversary of the grant date. For the remaining 140,000 options granted during 2018 the options vest pro-ratably as follows: 1/3 on the first anniversary of the grant date, 1/3 on the second anniversary of the grant date and 1/3 on the third anniversary of the grant date.

The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes-Merton Option Pricing Model. The Company estimates the expected volatility of the Company’s common stock at the grant date using the historical volatility of the Company’s common stock over the most recent period equal to the expected stock option term.

The following table shows our weighted average assumptions used to compute the share-based compensation expense for stock options and warrants granted during the year ended December 31, 2018. There were no options or warrants granted for compensation during the year ended December 31, 2017.

Volatility	98.20	%
Expected option term	3.6 years
Risk-free interest rate	2.7	%
Expected forfeiture rate	0.0	%
Expected dividend yield	0.0	%

The aggregate grant date fair value of options that vested during 2018 was approximately $122,000 ($417 -2017). There were no options exercised during 2018 or 2017.

Restricted Stock - Restricted common stock may be issued under the Company’s 2013 Plan for services to be rendered which may not be sold, transferred or pledged for such period as determined by our Compensation Committee and Management Resources. Restricted stock compensation cost is measured as the stock’s fair value based on the quoted market price at the date of grant. The restricted shares issued reduce the amount available under the employee stock option plans. Compensation cost is recognized only on restricted shares that will ultimately vest. The Company estimates the number of shares that will ultimately vest at each grant date based on historical experience and adjust compensation cost and the carrying amount of unearned compensation based on changes in those estimates over time. Restricted stock compensation cost is recognized ratably over the requisite service period which approximates the vesting period. An employee may not sell or otherwise transfer unvested shares and, if employment is terminated prior to the end of the vesting period, any unvested shares are surrendered to us. The Company has no obligation to repurchase any restricted stock.

The following is a summary of activity of restricted stock during the years ended at December 31, 2018 and 2017:

	Shares			Weighted - average Grant Date Fair Value
Restricted shares outstanding, December 31, 2016		231,000		$	0.56
Restricted shares granted		150,000			0.84
Restricted shares vested		(331,000	)		0.84
Restricted shares outstanding, December 31, 2017		50,000		$	0.64
Restricted shares granted		-
Restricted shares vested		(50,000	)		0.64
Restriced shares outstanding, December 31, 2018		-		$	-

The Company did not grant any restricted stock in 2018. On January 12, 2017, the Company issued an aggregate of 150,000 shares of restricted stock to members of the Company’s management team of which 100,000 vested on May 17, 2017 and had an aggregated grant date fair value of approximately $126,000. The remaining 50,000 vested if the Company achieved adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of at least $500,000 and a stock trading price of at least $1.00 per share by the close of the fourth quarter of 2017, both of which were achieved. These restricted shares vested in 2018.

Stock-Based Compensation - The Company records stock-based payment expense related to these options based on the grant date fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors and consultants. Such awards include option grants, warrant grants, and restricted stock awards. During 2018, the Company had stock compensation expense of approximately $132,000 or $0.01 basic earnings per share ($215,000; $0.01 basic earnings per share - 2017). As of December 31, 2018, there was approximately $203,000 of total unrecognized compensation costs related to options granted under the Company’s stock option plans, which the Company expects to recognize over a period of thirty four months.