Stockholders' Equity | Note 10. Stockholders' Equity and Convertible Preferred Stock Common Stock On March 3, 2020, the Company entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell to the purchasers 3,245,745 shares of the Company's common stock, and common warrants ("Common Warrants") to purchase up to 7,142,858 shares of common stock at a price of $1.05 per share of common stock and Common Warrant. The Company also offered 3,897,113 pre-funded warrants ("Pre-Funded Warrants") to purchase shares of common stock with a purchase price of $1.0499 each Pre-Funded Warrant. The exercise price of each Pre-Funded Warrant was $0.0001 per share. This offering resulted in gross proceeds of approximately $7.5 million before deducting the placement agent's fee and related offering expenses of $1.0 million. On March 9, 2020, the Company entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 2,090,909 shares of the Company's common stock at an offering price of $2.75 per share. This offering resulted in gross proceeds to the Company of $5.8 million, before deducting the placement agent's fee and other related offering expenses. The Company also issued placement agent warrants to the placement agent (the "Placement Agent Warrant") to purchase 167,273 shares of common stock with an exercise price of $3.4375 per share. The Company has determined that the Placement Agent Warrant should be accounted as a component of stockholders' equity. On the issuance date, the Company estimated the aggregate fair value of Placement Agent Warrant at $0.2 million using the Black-Scholes option pricing model using the following primary assumptions: fair value of common stock underlying the warrants is $1.83, expected life of 5 years, volatility rate of 122.29%, risk-free interest rate of 0.63% and expected dividend rate of 0%. On April 14, 2020, the Company, entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell 14,000,000 shares of the Company's common stock at an offering price of $1.00 per share. The registered offering resulted in gross proceeds to the Company of $14.0 million, before deducting the placement agent's fee and other related offering expenses. The Company also issued placement agent warrants to the placement agent (the "Placement Agent Warrant") to purchase 1,120,000 shares of common stock with an exercise price of $1.25 per share. At The Market Offering Agreement On August 9, 2019, the Company entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC, as agent ("H.C. Wainwright"), pursuant to which the Company may offer and sell, from time to time through H.C. Wainwright, shares of the Company's common stock having an aggregate offering price of up to $1.2 million (the "Shares"). The Company will pay H.C. Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. During the year ended December 31, 2019, the Company sold a total of 532,070 shares of common stock under the ATM for aggregate total gross proceeds of approximately $1.2 million at an average selling price of $2.17 per share, resulting in net proceeds of approximately $1.1 million after deducting commissions and other transaction costs. Registered Common Stock and Warrant Financing On May 29, 2019, the Company entered into a Securities Purchase Agreement (the "Common Stock Purchase Agreement") for the sale by the Company of 221,000 shares of the Company's common stock, at a purchase price of $2.60 per share, and pre-funded common stock purchase warrants to purchase up to 86,692 shares of common stock at a purchase price of $2.5999 per Warrant, which represents the per share purchase price, less a $0.0001 per share exercise price for each of the warrants ("Penny Warrants"). The Company sold the shares and warrants for net proceeds of approximately $0.8 million which transaction closed on May 31, 2019. Common Stock Warrant Exchange On June 6, 2019, the Company entered into an amendment to the Common Stock Purchase Agreement, pursuant to which the Purchaser surrendered an aggregate of 115,269 shares to the Company and the Company issued 115,269 Penny Warrants to the Purchaser in order to limit the Purchaser's beneficial ownership. The exchange of 115,269 Penny Warrants do not meet the definition of a derivative under ASC 815 because their fair value at issuance is equal to the fair value of the shares underlying the warrant. As such, they have the characteristics of a prepaid forward sale of equity. Since the shares underlying the Penny Warrants are issuable for little or no consideration, they are considered outstanding in the context of earnings per share, as discussed in ASC 260-10-45-13. Preferred Stock Series D Convertible Preferred Stock In connection with the acquisition of North South's patent portfolio in September 2013, the Company issued 1,379,685 shares of its Series D Convertible Preferred Stock ("Series D Preferred Stock") to the stockholders of North South. Each share of Series D Preferred Stock has a stated value of $0.0001 per share and is convertible into ten-nineteenths of a share of Common Stock. Upon the liquidation, dissolution or winding up of the Company's business, each holder of Series D Preferred Stock shall be entitled to receive, for each share of Series D Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of Common Stock on an "as converted" basis. Each holder of Series D Preferred Stock shall be entitled to vote on all matters submitted to its stockholders and shall be entitled to such number of votes equal to the number of shares of Common Stock such shares of Series D Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate of Designation and the conversion limitations described below. The conversion ratio of the Series D Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. As of December 31, 2020 and 2019, 5,000,000 Series D Preferred Stock designated; 4,725 shares remained issued and outstanding. Series D-1 Convertible Preferred Stock The Company's Series D-1 Convertible Preferred Stock ("Series D-1 Preferred Stock") was established on November 22, 2013. Each share of Series D-1 Preferred Stock has a stated value of $0.0001 per share and is convertible into ten-nineteenths of a share of Common Stock. Upon the liquidation, dissolution or winding up of the Company's business, each holder of Series D-1 Preferred Stock shall be entitled to receive, for each share of Series D-1 Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive as a holder of Common Stock on an "as converted" basis. Each holder of Series D-1 Preferred Stock shall be entitled to vote on all matters submitted to the Company's stockholders and shall be entitled to such number of votes equal to the number of shares of Common Stock such shares of Series D-1 Preferred Stock are convertible into at such time, taking into account the beneficial ownership limitations set forth in the governing Certificate of Designation. The conversion ratio of the Series D-1 Preferred Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company commenced an exchange with holders of Series D Convertible Preferred Stock pursuant to which the holders of the Company's outstanding shares of Series D Preferred Stock acquired in the Merger could exchange such shares for shares of the Company's Series D-1 Preferred Stock on a one-for-one basis. As of December 31, 2020 and 2019, 5,000,000 Series D-1 Preferred Stock designated; 834 shares remained issued and outstanding. Warrants A summary of warrant activity for year ended December 31, 2020 and 2019 is presented below: Warrants Weighted Total Weighted Outstanding as of December 31, 2018 294,072 $ 38.15 $ - 1.92 Issued 301,960 - 506,273 - Exercised (235,294 ) - 394,940 - Expired (8,799 ) 476.66 - - Outstanding as of December 31, 2019 351,939 $ 19.96 $ 111,332 0.94 Issued 12,327,244 0.77 - 0.17 Exercised (10,758,016 ) 0.67 - - Expired (198,147 ) - - - Outstanding as of December 31, 2020 1,723,020 $ 3.07 57,333 1.11 On May 29, 2019, the Company entered into the Master Service Agreement ("MSA") with a consultant, World Wide Holdings, LLC ("Consultant"). In consideration for services provided by Consultant, the Company paid to Consultant three warrants (the "Consultant Warrants"), with each warrant immediately exercisable for 33,333 shares of common stock with a $0.01 strike price. The Company issued each of the three warrants on June 28, July 28 and August 27, 2019, respectively. The Company recorded $0.3 million in stock-based compensation during the year ended December 31, 2019 related to this arrangement. On July 12, 2019, the Company issued 33,333 shares of common stock upon exercise of one Consultant Warrant which resulted in gross proceeds of approximately $333. Stock Options 2014 Plan and Option Grants On November 17, 2020, the Board approved to amend 2014 Equity Incentive Plan to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 243,344 to 5,000,000 shares. At December 31, 2020, there were 359,464 options outstanding and 4,640,536 shares available for grant under the AIkido Pharma Inc. 2014 Equity Incentive Plan. The fair value of options granted in 2020 and 2019 was estimated using the following assumptions: For the Years Ended December 31, 2020 2019 Exercise price $0.64 - Term (years) 9.98 - Expected stock price volatility 124.0% - Risk-free rate of interest 0.37% - A summary of option activity under the Company's stock option plan for year ended December 31, 2020 and 2019 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2018 124,381 $ 209.22 $ - 4.8 Employee options expired (35,121 ) 302.29 - - Non-employee options expired (310 ) 571.71 - - Outstanding as of December 31, 2019 88,950 $ 172.39 $ - 5.7 Employee options granted 300,000 0.64 69,000 10.0 Employee options expired (4,646 ) - - - Outstanding as of December 31, 2020 384,304 $ 40.15 $ 69,000 8.9 Options vested and exercisable 234,304 $ 65.45 $ 34,500 8.2 Stock-based compensation associated with the amortization of stock option expense was $84,000 and $8,000 for the years ended December 31, 2020 and 2019, respectively. All stock compensation was recorded as a component of general and administrative expenses. Estimated future stock-based compensation expense relating to unvested stock options is approximately $77,000 and will be recorded through June 2021. |