Warrants | 12. Warrants As of September 30, 2018, warrants to purchase up to 6,899,609 shares were outstanding, having exercise prices ranging from $ 2.85 to $ 12. 80 and expiration dates ranging from October 16, 2018 to April 17, 20 23 . 2018 2017 Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price Balance, January 1 7,099,609 $ 4.55 5,452,691 $ 4.92 Issued during the period - $ - 1,696,970 $ 4.01 Exercised during the period - $ - (1,861,195) $ 3.51 Expired during the period (200,000) $ 5.90 - $ - Balance, September 30 6,899,609 $ 4.51 5,288,466 $ 5.13 At September 30, 2018, the weighted average remaining contractual life of the outstanding warrants was 3. 4 years. The warrants issued to investors in the November 2015, March 2016 and September 2016 offerings contain a provision for net cash settlement in the event of a fundamental transaction (contractually defined to include a merger, sale of substantially all assets, tender offer or share exchange). Pursuant to the November 2015, March 2016, and September 2016 warrants, if a fundamental transaction occurs, then the warrant holder has the option to receive cash, equal to the fair value of the remaining unexercised portion of the warrant. The June 2017 and October 2017 warrants contain a provision that allows the holder to opt for cash settlement in a fundamental transaction that was approved by, or required to be approved by, the board of directors of the Company. All of the Company’s outstanding warrants provide the holder the option as to the type of consideration received if the holders of common stock receive an option as to their consideration. In addition, all of the Company’s outstanding warrants contain a cashless exercise provision that is exercisable only in the event that a registration statement is not effective. That provision may not be operative if an effective registration statement is not available because an exemption under the U.S. securities laws may not be available to issue unregistered shares. As a result, net cash settlement may be required, and the warrants require liability classification. ASC 820, “Fair Value Measurements and Disclosures,” provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair values for warrants were determined using the Binomial Lattice (“Lattice”) valuation technique. The Lattice model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to maturity. Accordingly, within the contractual term, the Company provided multiple date intervals over which multiple volatilities and risk-free interest rates were used. These intervals allow the Lattice model to project outcomes along specific paths that consider volatilities and risk-free rates that would be more likely in an early exercise scenario. Significant assumptions are determined as follows: Trading market values —Published trading market values; Exercise price —Stated exercise price; Term —Remaining contractual term of the warrant; Volatility —Historical trading volatility for periods consistent with the remaining terms; and Risk-free rate —Yields on zero coupon government securities with remaining terms consistent with the remaining terms of the warrants. Due to the fundamental transaction provision, which could provide for early redemption of the warrants, the model also considered the probability the Company would enter into a fundamental transaction during the remaining term of the warrant. Because the Company is not yet achieving positive cash flow, management believes the probability of a fundamental transaction occurring over the term of the warrant is unlikely and therefore estimates the probability of entering into a fundamental transaction to be 5 %. For valuation purposes, the Company also assumed that if such a transaction did occur, it was more likely to occur towards the end of the term of the warrants. The significant unobservable inputs used in the fair value measurement of the warrants include management’s estimate of the probability that a fundamental transaction may occur in the future. Significant increases (decreases) in the probability of occurrence would result in a significantly higher (lower) fair value measurement. The following table summarizes the fair value of the warrants as of the respective balance sheet dates: Fair Value as of: Warrant Issuance: September 30, 2018 December 31, 2017 July 2013 Investor Warrants $ - $ 8,762 October 2013 Investor Warrants - 26,288 January 2014 Investor Warrants - 29,257 November 2015 Investor Warrants 399,278 1,260,050 November 2015 Placement Agent Warrants 591 2,936 March 2016 Investor Warrants 296,462 697,554 September 2016 Investor Warrants 592,513 1,054,083 June 2017 Investor Warrants 1,059,522 1,981,864 June 2017 Placement Agent Warrants 115,769 221,591 October 2017 Investor Warrants 1,476,646 2,305,552 October 2017 Placement Agent Warrants 160,723 265,698 Total: $ 4,101,504 $ 7,853,635 The following table summarizes the number of shares indexed to the warrants as of the respective balance sheet dates: Number of Shares indexed as of: Warrant Issuance September 30, 2018 December 31, 2017 July 2013 Investor Warrants - 200,000 October 2013 Investor Warrants 231,732 231,732 January 2014 Investor Warrants 476,193 476,193 November 2015 Investor Warrants 1,250,001 1,250,001 November 2015 Placement Agent Warrants 3,334 3,334 March 2016 Investor Warrants 607,806 607,806 September 2016 Investor Warrants 805,000 805,000 June 2017 Investor Warrants 1,515,152 1,515,152 June 2017 Placement Agent Warrants 181,818 181,818 October 2017 Investor Warrants 1,632,654 1,632,654 October 2017 Placement Agent Warrants 195,919 195,919 Total: 6,899,609 7,099,609 The assumptions used in calculating the fair values of the warrants are as follows: September 30, 2018 December 31, 2017 Trading market prices $ 1.78 $ 2.02 Estimated future volatility 101 % 104 % Dividend - - Estimated future risk-free rate 3.02 -3.04 % 2.14 -2.45 % Equivalent volatility 49-76 % 85-104 % Equivalent risk-free rate 1.10 -2.70 % 1.30 -1.89 % Changes in the fair value of the warrant liabilities, carried at fair value, reported as “unrealized (loss) gain on fair value of warrants” in the statement of operations: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Expired and Fully Exercised Warrants $ - $ 7,306 $ - $ (855,010) July 2013 Investor Warrants - 125,686 8,762 (55,362) October 2013 Investor Warrants - 135,683 26,288 (102,608) January 2014 Investor Warrants - 177,900 29,257 (125,148) November 2015 Investor Warrants 5,971 797,688 860,772 (1,304,350) November 2015 Placement Agent Warrants 211 1,691 2,345 (366,694) March 2016 Investor Warrants (38,943) 356,472 401,092 (2,873,309) September 2016 Investor Warrants (109,915) 506,353 461,570 (4,807,246) June 2017 Investor Warrants (178,869) 894,076 922,342 1,277,485 June 2017 Placement Agent Warrants (22,518) 117,645 105,822 164,411 October 2017 Investor Warrants (331,671) - 828,906 - October 2017 Placement Agent Warrants (34,331) - 104,975 - Total: $ (710,065) $ 3,120,500 $ 3,752,131 $ (9,047,831) |