STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Preferred Stock In December 2014, the Company amended and restated its articles of incorporation to reduce the total number of authorized shares of preferred stock. The amended and restated articles of incorporation authorize the issuance of up to 5,000,000 Common Stock Shelf Registration On July 29, 2015, the Company’s registration statement on Form S-3, as filed with the SEC on July 23, 2015, was declared effective using a “shelf” registration process. Under this shelf registration statement, the Company may issue, in one or more offerings, any combination of common stock, preferred stock, senior or subordinated debt securities, warrants, or units, up to a total dollar amount of $ 100 November 4, 2015 Controlled Equity Offering On November 4, 2015, the Company entered into a Controlled Equity Offering SM 25,000,000 Under the Sales Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The NASDAQ Capital Market, on any existing trading market for the Common Stock or to or through a market maker. In addition, under the Sales Agreement, Cantor may sell the Shares by any other method permitted by law, including in privately negotiated transactions. The Company may instruct Cantor not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of Shares under the Sales Agreement, and if it elects to make any sales, the Company can set a minimum sales price for the Shares. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all the shares subject to the Sales Agreement and (b) the termination of the Sales Agreement by Cantor or the Company, as permitted therein. Since it was established on November 4, 2015 through March 31, 2016, the Company sold 28,880 8.02 225,000 The Company pays a commission rate of 3.0 50,000 The Company intends to use the net proceeds raised through “at the market” sales for research and development activities, which include the funding of additional clinical studies and costs of obtaining regulatory approvals in countries not covered by the CE Mark, capital expenditures and other costs necessary to expand production capacity, support of various sales and marketing efforts, product development and general working capital purposes. January 14, 2015 Public Offering On January 14, 2015, the Company closed an underwritten public offering (“Offering”) consisting of 1,250,000 8.25 10,312,500 9,409,000 The Company conducted the Offering pursuant to a registration statement on Form S-1 (File No. 333-199762), which was declared effective by the on January 8, 2015. The Company filed a final prospectus on January 9, 2015, disclosing the final terms of the Offering. In connection with the Offering, on January 8, 2015, the Company entered into underwriting agreements with Brean Capital, LLC and H.C. Wainwright & Co., LLC (“Representatives”), who acted as book-running managers and as representatives of the underwriters in the Offering. In connection with the successful completion of the Offering, the underwriters received aggregate discounts and commissions of 6 30,000 30,000 120 85,000 Stock-Based Compensation Total share-based employee, director, and consultant compensation for the three months ended March 31, 2016 and 2015 amounted to approximately $ 107,000 64,000 29,000 16,000 78,000 48,000 Weighted Weighted Average Average Remaining Exercise Price Contractual Shares per Share Life (Years) Outstanding, December 31, 2015 2,477,279 $ 6.56 6.2 Granted 16,119 $ 5.09 9.1 Forfeited (4,550) $ 5.50 -- Expired (2,400) $ 31.25 -- Exercised (1,000) $ 2.88 -- Outstanding, March 31, 2016 2,485,448 $ 6.53 5.9 The fair value of each stock option was estimated using the Black Scholes pricing model which takes into account as of the grant date the exercise price (ranging from $ 3.67 5.63 10 66.8 0 1.24 1.81 3.92 Options Outstanding Number Weighted Weighted Range of Outstanding at Average Average Aggregate Exercise March 31, Exercise Remaining Intrinsic Price 2016 Price Life (Years) Value $0.88 - $166.00 2,485,448 $ 6.53 5.9 $ 1,126,246 Options Exercisable Number Weighted Exercisable at Average Aggregate March 31, Exercise Intrinsic 2016 Price Value 1,741,681 $ 6.11 $ 1,107,927 Weighted Average Grant Date Shares Fair Value Non-vested, January 1, 2016 794,708 $ 2.72 Granted 16,119 2.77 Forfeited (4,550) 1.64 Vested (62,510) 0.69 Non-vested, March 31, 2016 743,767 $ 2.89 As of March 31, 2016, the Company had approximately $ 333,000 0.96 566,000 The grant date fair value of these unvested options amounted to approximately $ 1,388,000 The Board of Directors is evaluating whether any of these predetermined performance milestones have been met and expects to make a decision during the second quarter of 2016. In April 2015, the Board of Directors also granted 960,000 7,747,200 240,000 1,936,000 Number of Shares Warrant Exercise Warrant To be Purchased Price per Share Expiration Date 9,605 $ 31.250 October 24, 2016 40,001 $ 4.375 February 10, 2017 117,600 $ 3.750 June 21, 2018 118,000 $ 3.125 September 30, 2018 48,960 $ 7.500 March 11, 2019 736,000 $ 7.8125 March 11, 2019 30,000 $ 9.900 January 14, 2020 1,100,166 |