Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
 3 Months Ended
Mar. 31, 2017
Equity [Abstract]  
Stockholders' Equity
8. Stockholders’ Equity

  

Investment Agreement 

 

On February 7, 2017, the Company entered into a Stock Purchase Agreement with Johnson Controls pursuant to which the Company issued and sold to a wholly-owned subsidiary of Johnson Controls International plc, (“Johnson Controls”), 939,005 shares of its common stock at $11.33 per share for the gross proceeds of approximately $10.6 million. The Stock Purchase Agreement includes customary representations, warranties, and covenants by Johnson Controls and us, and an indemnity from the Company in favor of Johnson Controls. 

 

In connection with the investment transactions, the Company also entered into an Investors Rights Agreement dated February 7, 2017 with Johnson Controls pursuant to which the Company granted Johnson Controls customary demand and piggyback registration rights, limited board observation rights and limited preemptive rights allowing Johnson Controls the right to purchase its proportional share of certain future equity issuances by the Company. The board observation and preemptive rights shall expire on the earlier of (i) such time as Johnson Controls no longer owns 50% of the acquired shares or (ii) the termination of both the Tolling/Lead Purchase Agreement and Equipment Supply Agreement.   

 

There were no sales commissions paid by the Company in connection with the sale of our common shares to Johnson Controls.

 

Warrants exercised

 

During the three months ended March 31, 2017, 1,123,853 shares were issued pursuant to cash and cashless warrant exercises as detailed below. Generally, the warrants specify using the preceding five-day average of closing prices for the Company’s common stock in the calculation of common stock to be issued pursuant to a cashless exercise. 

 

    Average Closing           Warrant     Common  
    Market Price     Exercise Price     Shares     Shares  
Date   Per Share     Per Share     Exercised     Issued  
                         
2/10/2017   $ 11.016     $ 0.0034375       392,728       392,605  
2/13/2017   $ 13.062     $ 3.00       25,119       19,349  
2/13/2017   $ 13.062     $ 6.00       72,420       39,154  
2/15/2017   $ 16.768     $ 6.00       65,177       41,856  
2/16/2017   $ 16.768     $ 6.00       35,000       22,470  
3/17/2017   $ 20.262     $ 6.00       2,500       2,500  
3/20/2017   $ 20.304     $ 3.00       226,068       192,666  
3/20/2017   $ 20.304     $ 6.00       586,596       413,253  
                                 
                      1,405,608       1,123,853  

  

Warrants outstanding 

 

Warrants to purchase shares of the Company’s common stock at a weighted average exercise price of $8.28 are as follows. 

 

Exercise Price     Expiration   Shares Subject to purchase  
per Share     Date   at March 31, 2017  
                 
$ 0.0034375     9/8/2017     43,636  
$ 6.00     7/31/2018     12,500  
$ 7.12     5/18/2018     702,247  
$ 9.00     5/18/2019     1,605,131  
$ 10.00     11/21/2019     33,450  
                 
              2,396,964  

  

Subsequent to March 31, 2017, 51,943 shares were issued pursuant to cashless warrant exercises of 56,136 warrants (the first two lines above). 

 

Stock based compensation 

 

The stock-based compensation expense attributable to option grants granted was allocated as follows:

 

    Three months ended March 31,  
    2017     2016  
Operations and development costs   $ 87     $ 51  
General and administrative expense     74       157  
Total   $ 161     $ 208  
 

 The following assumptions were used in the Black-Scholes-Merton pricing model to estimate the fair value of the options.

 

    Three months ended March 31,  
    2017     2016  
             
Expected stock volatility     70.92% - 72.18 %     80 %
Risk free interest rate     1.53% - 1.79 %     1.11% - 1.77 %
Expected years until exercise     3.50       3.50  
Dividend yield     0 %     0 %

   

The Company issued 18,773 shares of common stock for the three months ended March 31, 2017 upon stock option exercises.