Telkonet, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

J. STOCK OPTIONS AND WARRANTS (Tables)

J. STOCK OPTIONS AND WARRANTS (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Options Outstanding								Options Exercisable
Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.01 - $0.15		175,000		1.82	$	0.14		175,000	$	0.14
$	0.16 - $0.99		1,570,225		7.03		0.18		1,320,499		0.18
$	1.00 - $5.60		80,000		1.11		2.28		80,000		2.28
			1,825,225		6.27	$	0.28		1,575,499	$	0.28

Option activity

	Number of Shares			Weighted Average Price Per Share
Outstanding at January 1, 2014		1,735,225		$	0.43
Granted		200,000			0.19
Exercised		-			-
Cancelled or expired		(5,000	)		3.50
Outstanding at December 31, 2014		1,930,225		$	0.40
Granted		50,000			0.18
Exercised		-			-
Cancelled or expired		(155,000	)		1.81
Outstanding at December 31, 2015		1,825,225		$	0.28

Valuation assumptions

Employee Stock Options

The Company maintains an equity incentive plan, (the “Plan”). The Plan was established in 2010 as an incentive plan for officers, employees, non-employee directors, prospective employees and other key persons. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a better alignment of their interests with those of the Company and its stockholders.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company under the Plan as of December 31, 2015.

Options Outstanding								Options Exercisable
Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.01 - $0.15		175,000		1.82	$	0.14		175,000	$	0.14
$	0.16 - $0.99		1,570,225		7.03		0.18		1,320,499		0.18
$	1.00 - $5.60		80,000		1.11		2.28		80,000		2.28
			1,825,225		6.27	$	0.28		1,575,499	$	0.28

Transactions involving stock options issued to employees are summarized as follows:

	Number of Shares			Weighted Average Price Per Share
Outstanding at January 1, 2014		1,735,225		$	0.43
Granted		200,000			0.19
Exercised		-			-
Cancelled or expired		(5,000	)		3.50
Outstanding at December 31, 2014		1,930,225		$	0.40
Granted		50,000			0.18
Exercised		-			-
Cancelled or expired		(155,000	)		4.76
Outstanding at December 31, 2015		1,825,225		$	0.28

The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures. The Company estimates the volatility of the Company’s common stock based on the calculated historical volatility of the Company’s common stock using the trailing 24 months of share price data prior to the date of the award. The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on the Company’s common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation model. The Company uses historical data to estimate pre-vesting option forfeitures and record share-based compensation for those awards that are expected to vest. In accordance with ASC 718-10, the Company adjusts share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience.

The following table summarizes the assumptions used to estimate the fair value of options granted during the years ended December 2015 and 2014, using the Black-Scholes option-pricing model:

	2015	2014
Expected life of option (years)	10	10
Risk-free interest rate	1.28%	2.77%
Assumed volatility	135%	110%
Expected dividend rate	0	0
Expected forfeiture rate	32%	0%

The total estimated fair value of the options granted during the years ended December 31, 2015 and 2014 was $8,481 and $35,298. The total fair value of underlying shares related to options that vested during the years ended December 31, 2015 and 2014 was $14,383 and $15,047. Future compensation expense related to non-vested options at December 31, 2015 was $40,088 and will be recognized over the next 5.0 years. The aggregate intrinsic value of the vested options was zero as of December 31, 2015 and 2014. Total stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2015 and 2014 was $14,383 and $15,046, respectively.

Non-Employee Stock Options

There were no non-employees stock options issued or outstanding at December 31, 2015 or 2014.

Warrants

The following table summarizes the changes in warrants outstanding and the related exercise prices for the warrants issued to non-employees of the Company.

		Warrants Outstanding						Warrants Exercisable
Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.13		5,211,542		0.32	$	0.13		5,211,542	$	0.13
	0.18		50,000		1.91		0.18		50,000		0.18
	0.20		250,000		5.77		0.20		250,000		0.20
	3.00		126,868		0.32		3.00		126,868		3.00
			5,638,410		0.57	$	0.20		5,638,410	$	0.20

Transactions involving warrants are summarized as follows:

	Number of Shares			Weighted Average Price Per Share
Outstanding at January 1, 2014		9,359,914		$	0.32
Issued		300,000			0.20
Exercised		–			–
Cancelled or expired		(1,744,381	)		0.51
Outstanding at December 31, 2014		7,915,533			0.27
Issued		–			–
Exercised		(2,019,236	)		0.13
Cancelled or expired		(257,887	)		3.00
Outstanding at December 31, 2015		5,638,410		$	0.20

There were no warrants granted, 2,019,236 warrants exercised and 257,887 cancelled or forfeited during the year ended December 31, 2015. The Company issued 300,000 warrants and 1,744,381 warrants were cancelled or forfeited during the year ended December 31, 2014.

Warrants outstanding and exercisable

		Warrants Outstanding						Warrants Exercisable
Exercise Prices		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.13		5,211,542		0.32	$	0.13		5,211,542	$	0.13
	0.18		50,000		1.91		0.18		50,000		0.18
	0.20		250,000		5.77		0.20		250,000		0.20
	3.00		126,868		0.32		3.00		126,868		3.00
			5,638,410		0.57	$	0.20		5,638,410	$	0.20

Warrant activity

	Number of Shares			Weighted Average Price Per Share
Outstanding at January 1, 2014		9,359,914		$	0.32
Issued		300,000			0.20
Exercised		–			–
Cancelled or expired		(1,744,381	)		0.51
Outstanding at December 31, 2014		7,915,533			0.27
Issued		–			–
Exercised		(2,019,236	)		0.13
Cancelled or expired		(257,887	)		3.00
Outstanding at December 31, 2015		5,638,410		$	0.20

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

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