Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Equity Transactions

v3.6.0.2
Equity Transactions
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Equity Transactions

Note O – Equity Transactions

Public Offerings of Common Stock

In August 2014, the Company completed an offering of 8,050,000 shares of registered common stock, at a price of $4.60 per share, for gross proceeds of approximately $37.0 million. The Company received approximately $34.3 million in net proceeds after deducting underwriting fees and offering costs of approximately $2.7 million. The Company plans to use the net proceeds for working capital, capital expenditures and for general corporate purposes including potential acquisitions and the repayment of debt.

Common Stock issued to GE Medical

As discussed in Note D, The Company issued 15,000,000 shares of common stock as consideration for the acquisition of Clarient.  The common stock includes restrictions imposed on the holder in the Investor Board Rights, Lockup and Standstill Agreement. 

Preferred Stock Issued to GE Medical

As discussed in Note D, the Company issued 14,666,667 shares of Series A Preferred Stock as consideration for the acquisition of Clarient.  In 2016, the Company redeemed 8,066,667 shares of the Series A Preferred Stock outstanding leaving a balance of 6,600,000 shares outstanding as of December 31, 2016.

Restricted Stock Awards

On July 28, 2016, the Company granted each of the six independent directors of Parent 5,072 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors.  The fair market value of each grant of restricted common stock on the award date was deemed to be $46,257 or $9.12 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors.

On April 20, 2016, the Company granted each of six independent directors of Parent 2,150 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent four quarters so long as the director continues to serve as a member of the Board of Directors.  The fair market value of each grant of restricted common stock on the award date was deemed to be $15,050 or $7.00 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors.

On June 16, 2015, the Company granted each of the two newly elected independent directors of Parent 1,560 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors.  The fair market value of each grant of restricted common stock on the award date was deemed to be $9,079 or $5.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors.

On April 16, 2015, the Company granted each of the four independent directors of Parent each 2,080 shares of restricted common stock.  Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors.  The fair market value of each grant of restricted common stock on the award date was deemed to be $10,025 or $4.82 per share, which was the closing price of Parent’s common stock on the day before the grant was approved by the compensation committee of the Board of Directors.

On April 15, 2014, the Company granted 125,000 shares of restricted common stock to Douglas M. VanOort. Such restricted common shares vest on the third anniversary of the grant date so long as Mr. VanOort remains Chairman and Chief Executive Officer of the Company. The fair market value of the grant of restricted common stock on award date was deemed to be $381,250 or $3.05 per share, which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $127,000,  127,000 and $91,000 of stock compensation expense for the years ended December 31, 2016, 2015 and 2014, respectively, related to this restricted common stock.

On April 15, 2014 the Company granted each of the four independent directors 3,000 shares of restricted common stock for a total of 12,000 shares. Such restricted common stock vests ratably over each of the subsequent three quarters so long as the director continues to serve as a member of the Board of Directors.  The fair market value of each grant of restricted common stock on award date was deemed to be $9,150 or $3.05 per share, which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $36,000 of stock compensation expense for the year ended December 31, 2014 related to this restricted common stock.

On October 27, 2014, the Company granted 1,500 shares of restricted common stock to Bruce K. Crowther. Such restricted common stock vested over the subsequent two quarters based on Mr. Crowther’s service on the board of directors. The fair market value of the grant on the award date was deemed to be $7,365 or $4.91 per share which was the closing price of the Company’s common stock on the day before the grant as approved by the board of directors. We recorded approximately $2,000 of stock compensation expense for the year ended December 31, 2014 related to this grant.

The number and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2016, 2015 and 2014, as well as stock awards granted, vested and forfeited during the year are as follows:

 

 

 

Number

of

Restricted

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Nonvested at December 31, 2013

 

 

8,000

 

 

$

1.44

 

Granted in 2014

 

 

138,500

 

 

 

3.07

 

Vested in 2014

 

 

(18,125

)

 

 

2.45

 

Forfeited in 2014

 

 

 

 

 

 

Nonvested at December 31, 2014

 

 

128,375

 

 

 

3.06

 

Granted in 2015

 

 

11,440

 

 

 

5.08

 

Vested in 2015

 

 

(12,820

)

 

 

4.56

 

Forfeited in 2015

 

 

 

 

 

 

Nonvested at December 31, 2015

 

 

126,995

 

 

 

3.10

 

Granted in 2016

 

 

43,332

 

 

 

8.49

 

Vested in 2016

 

 

(33,083

)

 

 

8.13

 

Forfeited in 2016

 

 

 

 

 

 

Nonvested at December 31, 2016

 

 

137,244

 

 

 

3.59