Annual report pursuant to Section 13 and 15(d)

Stockholders' (Deficit)

v2.4.1.9
Stockholders' (Deficit)
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Stockholders' (Deficit)

Note 10 - Stockholders’ (Deficit)

 

During the year ended December 31, 2014 the Company issued 462,395 shares of its common stock under a cashless stock option exercise.

 

Capital Stock

 

The Company has 260,000,000 shares of capital stock authorized, consisting of 250,000,000 shares of Common Stock, par value $0.001, 10,000,000 shares of Preferred Stock, par value $0.001 per share.

 

Common Stock Options

 

2008 Equity Incentive Plan

 

In October 2008, the Company’s board of directors (the “Board”) adopted, the 2008 Equity Incentive Plan (the “2008 Plan).  Under the 2008 Plan, we may grant options (including incentive stock options) to purchase our common stock or restricted stock awards to our employees, consultants or non-employee directors. The 2008 Plan is administered by the Board. Awards may be granted pursuant to the 2008 Plan for 10 years from the date the Board approved the 2008 Plan. Any grant under the 2008 Plan may be repriced, replaced or regranted at the discretion of the Board.

 

The material terms of options granted under the 2008 Plan (all of which have been nonqualified stock options) are consistent with the terms described in the footnotes to the "Outstanding Equity Awards at Fiscal Year-End December 31, 2011," including 5 year graded vesting schedules and exercise prices equal to the fair market value of our common stock on the date of grant. Stock grants made under the 2008 Plan have not been subject to vesting requirements. The 2008 Plan was terminated with respect to the issuance of new awards as of February 3, 2013. There are 2,435,414 options outstanding under this plan as of December 31, 2014.

 

2010 Incentive Award Plan

 

The Company has reserved 5,000,000 shares of common stock for issuance under the terms of the DSC 2010 Incentive Award Plan (the “2010 Plan”). The 2010 Plan is intended to promote the interests of the Company by attracting and retaining exceptional employees, consultants, directors, officers and independent contractors (collectively referred to as the “Participants”), and enabling such Participants to participate in the long-term growth and financial success of the Company. Under the 2010 Plan, the Company may grant stock options, which are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights and restricted stock awards, which are restricted shares of common stock (collectively referred to as “Incentive Awards”). Incentive Awards may be granted pursuant to the 2010 Plan for 10 years from the Effective Date.  From time to time, we may issue Incentive Awards pursuant to the 2010 Plan.  Each of the awards will be evidenced by and issued under a written agreement.

 

On April 23, 2013, the Board of Directors of the Company amended and restated the DSC 2010 Plan. The 2010 Plan, as amended and restated, has been renamed the “Amended and Restated DSC Incentive Award Plan”.  The new plan provides for flexibility in vesting periods and includes a limit of $100,000 per employee per year for incentive stock options.

 

There are 3,845,146 options outstanding under this plan as of December 31, 2014.

 

There were 1,154,854 shares available for future grants under the plans.

 

A summary of the Company's option activity and related information follows:

 

    Number of 
Shares 
Under Options
    Range of 
Option Price 
Per Share
    Weighted 
Average 
Exercise Price
 
Options Outstanding at January 1, 2013     6,232,991     $ 0.02 - 0.85     $ 0.26  
Options Granted     828,568       0.15       0.15  
Options Exercised     -               -  
Options Cancelled     (140,477 )     0.35       0.35  
Options Outstanding at December 31, 2013     6,921,084     $ 0.02 - 0.85     $ 0.24  
Options Granted     -       -       -  
Options Exercised     (462,395 )     -       -  
Options Forfeited     (178,147 )     -       -  
Options Cancelled     -       -       -  
Options Outstanding at December 31, 2014     6,280,560     $ 0.02 - 0.85     $ 0.27  
                         
Options Exercisable at December 31, 2014     5,266,840     $ 0.02 - 0.85     $ 0.24  

 

In 2014, there was a cashless exercise of stock options. As part of the exercise the recipient received 462,395 in stock options and forfeited the remaining 178,147.

 

Share-based compensation expense for options totaling $139,255 was recognized in our results for the year ended December 31, 2014 is based on awards vested.

 

As of December 31, 2014, there was $134,781 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.7 years.

 

The weighted average fair value of options granted and the assumptions used in the Black-Scholes model during the year ended December 31, 2014 and 2013 are set forth in the table below.

 

          2013  
Weighted average fair value of options granted           $ 0.08  
Risk-free interest rate             2.88 %
Volatility             98.0 %
Expected life (years)             10  
Dividend yield             0.00 %

 

Common Stock Warrants

 

    Number of 
Shares Under 
Warrants
    Range of 
Warrants 
Price 
Per Share
    Weighted 
Average 
Exercise Price
 
Warrants Outstanding at January 1, 2013     28,642   $   0.02   $   0.01  
Warrants Granted     133,334       0.01       -  
Warrants Exercised     -       -       0.01  
Warrants Cancelled     28,642       0.02       -0-  
Warrants Outstanding at December 31, 2013     133,334     $ 0.01     $ 0.01  
Warrants Granted     -       -       -  
Warrants Exercised     -       -       -  
Warrants Expired     -       -       -  
Warrants Outstanding at December 31, 2014     133,334     $ 0.01     $ 0.01  
                         
Warrants Exercisable at December 31, 2014     133,334     $ 0.01     $ 0.01  

 

During the year ended December 31, 2013, 28,642 warrants expired.  During the year ended December 31, 2013, 133,334 warrants were issued in connection with the issuances of convertible debt. The warrants were valued at the grant date at $35,702 and were recorded as a debt discount based on their relative fair value.

 

The weighted average fair value of warrants granted and the assumptions used in the Black-Scholes model during the year ended December 31, 2014 are set forth in the table below.

 

    2013  
Weighted average fair value of warrants granted     $0.15  
Risk free rate     1.59-1.89%  
Volatility     98%  
Expected life (years)     10  
Dividend yield     $0.00