Stockholders' Equity | (7) ( a ) Initial Public Offering The Company completed an IPO on July 8, 2014. In the offering, the Company sold 1,725,000 shares of its common stock, including those shares sold pursuant to the underwriter’s exercise of its over-allotment option, at $10.00 per share and raised $17,250,000 before fees and expenses. Upon completion of the offering, all of the Company’s then outstanding preferred stock converted into 2,757,825 shares of its common stock in accordance with the terms of the preferred stock, all of its outstanding preferred stock warrants were reclassified into additional paid-in capital as all of the preferred stock warrants converted into common stock warrants, the 2013 Note and the 2014 Notes, described in note 6, converted into 51,556 and 1,116,372 shares of common stock, respectively, and the warrant issued to the holder of the 2013 Note upon such conversion and the warrants issued to the holders of the 2014 Notes became exercisable for 12,373 and 750,000 shares of common stock, respectively. (b) Preferred Stock The Board of Directors may issue Preferred Stock in one or more series and determine the voting power, designation, preferences and any other rights as may be permitted by Delaware General Corporation Law. On July 8, 2014, the Company authorized 5,000,000 shares of preferred stock with a $0.001 par value, of which no shares were issued or outstanding as of December 31, 2015 and 2014, respectively. ( c ) Stock Option Plan During 2002, the Company established a stock option plan (the 2002 Option Plan) providing for the grant of options to purchase common shares to outside directors, executives, certain key employees, and consultants. In April 2014, the Company adopted the 2014 Equity Incentive Plan (2014 EIP) and reserved 393,358 shares of common stock for issuance under the plan. The 2014 EIP is the successor to and continuation of the 2002 Option Plan. The options still outstanding under the 2002 Option Plan will continue to be governed by their existing terms, but any shares subject to outstanding options granted under the 2002 Option Plan that would for any reason subsequently return to the share reserve of the 2002 Option Plan under its terms, will not return to the share reserve of the 2002 Option Plan but will become available for issuance pursuant to awards granted under the 2014 EIP. The number of shares of common stock reserved for issuance under the 2014 EIP will automatically increase on January 1 of each year, starting on January 1, 2015 and continuing through January 1, 2024, by the lesser of 4% of the total number shares of our common stock outstanding on the immediately preceding December 31, or a lesser amount of shares determined by our Board of Directors. In April 2014, the Company adopted the 2014 Employee Stock Purchase Plan (2014 ESPP) and reserved 201,163 shares of common stock for issuance under the plan. The number of shares of common stock reserved for issuance under the 2014 ESPP will automatically increase on January 1 of each year, starting on January 1, 2015 and continuing through January 1, 2024, by the least of (i) 1% of the total number of shares of our common stock outstanding on the immediately preceding December 31; (ii) 402,326 shares of common stock; or (iii) a lesser amount of shares determined by our Board of Directors. As of December 31, 2015, there were 1,071,642 shares authorized, of which 801,556 , were available for future issuance under the 2014 EIP. All of the foregoing shares will become eligible for sale in the public market to the extent permitted by any applicable vesting requirements, the lock-up agreements and Rules 144 and 701 under the Securities Act of 1933, as amended, or the Securities Act. Pursuant to the evergreen provisions of the 2014 ESPP and 2014 EIP, on January 1, 2016, common stock reserved for issuance under the 2014 ESPP automatically increased 57,515 shares to 316,193 shares of common stock and common stock reserved for issuance under the 2014 EIP automatically increased 230,062 shares to 1,301,704 shares of common stock. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options for employee grants and used the following assumptions to obtain the weighted average grant date fair values: Year Ended December 31, 2015 2014 2013 (a) Risk-free interest rate 1.6% - 1.7% 1.82% — Expected life (in years) 5.5 - 6.0 6.0 — Expected volatility 78.7% - 91.1% 95.7% — (a) There were no stock options granted in 2013. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options for nonemployee grants and used the following assumptions to estimate fair value each respective year: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 2.0% - 2.2% 2.8% - 3.0% 1.8% - 2.7% Expected life (in years) 10 10 10 Expected volatility 85.3% -85.7% 85.2% -85.4% 82.6% -85.1% The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility, and expected lives of the options. Since the Company has a limited history of stock activity, expected volatility is based on historical data from several public companies similar in size and nature of operations to the Company. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant for a period commensurate with the expected term of the grant. The expected term (without regard to forfeitures) for employee options granted represents the period of time that options granted are expected to be outstanding and is derived from the contractual terms of the options granted. Since the Company has limited employee share option exercises, the expected term was determined using the average of the vesting periods and contractual lives. Prior to the closing of the IPO, to value its common stock for measuring equity based awards, the Company used a combination of the option pricing method and the Probability-Weighted Expected Return Method (“PWERM”) as outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (AICPA Practice Aid). The option pricing method treats common stock and preferred stock as call options on a subject company’s equity value, with exercise prices based on the liquidation preference of the preferred stock. The model estimates the fair value of each class of securities as a function of the current estimated fair value of the company. The characteristics of each class of stock are examined, including: (1) the conversion ratio; (2) the liquidation preferences assigned to the preferred classes of stock; and (3) the exercise price for all outstanding options and warrants. Under this method, value is allocated to common shares only in circumstances where the total equity value exceeds the liquidation rights associated with the preferred shares. The option-pricing method provides the stockholder the right, but not the obligation, to buy the underlying net assets at a predetermined price or “strike” price. The strike price is determined by analyzing the break points at which value would be allocated to each class of stock, based on the distribution characteristics associated with the equity. The PWERM analyzes the returns afforded to common equity holders under multiple future scenarios. Under the PWERM, share value is based upon the probability-weighted present value of expected future net cash flows (distributions to shareholders), considering each of the possible future events and giving consideration to the rights and preferences of each share class. While this method relies on certain key assumptions, it is best used when the range of possible future outcomes and the corresponding time frames are highly uncertain. Share-based compensation expense is recognized net of estimated pre-vesting forfeitures, which results in recognition of expense on options that are ultimately expected to vest over the expected option term. Forfeitures are estimated at the time of grant using actual historical forfeiture experience and are revised in subsequent periods if actual forfeitures differ from those estimates. As of December 31, 2015 and 2014, the Company’s forfeiture rates were 57.8% and 13.7%, respectively. The following table summarizes common stock option and warrant activities for common stock options and warrants issued to employees, directors, and consultants: Weighted Weighted average Number of average remaining common stock exercise contractual options price term (years) Outstanding at December 31, 2012 376,880 7.87 Exercised (382 ) 4.73 Canceled (147,004 ) 7.82 Outstanding at December 31, 2013 229,494 7.90 Granted 7,279 15.10 Exercised (8,009 ) 4.73 Canceled (9,584 ) 5.86 Outstanding at December 31, 2014 219,180 8.35 Granted 79,603 7.27 Canceled (49,784 ) 9.08 Outstanding at December 31, 2015 248,999 7.86 4.2 Exercisable at December 31, 2015 190,659 8.08 2.7 The following table summarizes information about stock options issued to employees, directors, and consultants that is outstanding at December 31, 2015: Common stock options Common stock options outstanding exercisable Weighted average Weighted remaining average Number contractual Number exercise Exercise price outstanding life (years) exercisable price $ 2.56 6,788 9.53 — $ 2.56 4.73 51,396 0.37 51,396 $ 4.73 5.04 3,995 1.34 3,995 5.04 5.98 59,402 2.17 59,402 5.98 6.93 14,881 3.25 14,881 6.93 7.71 54,246 9.02 2,694 7.71 8.52 3,461 3.75 3,461 8.52 10.07 1,573 5.21 1,573 10.07 12.56 38,369 4.65 38,369 12.56 18.24 14,888 6.24 14,888 18.24 248,999 190,659 The weighted average grant date fair value of options granted during the years ended December 31, 2015 and 2014 was $5.55 and $11.66 per share, respectively. The total grant date fair value of options that vested during 2015, 2014 and 2013 was $83,119, $72,095 and $193,828, respectively. The total intrinsic value, or the difference between the aggregate exercise price and the aggregate fair market price on the day of exercise, of options exercised during the years ended December 31, 2014, and 2013 was $60,940, and $1,560, respectively. The total intrinsic value of options outstanding as of December 31, 2015 and 2014 was $8,205 and $286,299, respectively. The total intrinsic value of options exercisable as of December 31, 2015 and 2014 was $0 and $286,299, respectively. As of December 31, 2015 and 2014, the Company had unrecognized stock-based compensation of $217,191 and $79,145, respectively, related to nonvested stock options, which is expected to be recognized over an estimated weighted average period of 3.0 and 2.2 years, respectively. The Company’s net loss for the years ended December 31, 2015, 2014 and 2013 includes $151,814, $48,878, $209,715 respectively, of stock-based compensation costs. Stock-based compensation included in the Company’s statements of operations for the years ended December 31, 2015, 2014 and 2013 was $3,867, $8,919 and $47,082 in research and development expenses and $147,947, $39,959, $162,633 in general and administrative expenses, respectively. The Company did not recognize a tax benefit from share-based compensation expense because the Company has concluded that it is not more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will be realized. ( d ) Warrants The Company had the following preferred stock warrants that vested upon issuance outstanding as of December 31, 2013 and July 8, 2014 (the close of the IPO). Also included below are the Black-Scholes assumptions used to estimate the fair value of the warrants: Issuance of 2004 Convertible 2006 Convertible Series D Total Total Financing promissory Financing promissory preferred Long- Short- Warrants issued in connection with agreement notes agreement notes stock term term Issue date March June April May May Redeemable, convertible preferred stock underlying the warrant Series A Series B Series B Series C Series C Number of warrants 22,000 411,060 179,372 622,826 2,076,125 Exercise price $ 1.25 1.338 1.338 1.445 1.445 Black-Scholes assumptions as of December 31, 2012 Remaining term (years) 1.2 2.5 3.3 6.4 6.4 Estimated volatility 83 % 86.5 % 85.5 % 92 % 92 % Risk-free interest rate 0.16 % 0.31 % 0.35 % 0.92 % 0.92 % Number of warrants remaining 22,000 411,060 179,372 620,294 2,076,125 Estimated fair value at December 31, 2012 $ 2,837 100,270 52,680 723,631 2,421,993 3,301,411 — Black-Scholes assumptions as of December 31, 2013 Remaining term (years) 0.2 1.5 2.3 5.4 5.4 Estimated volatility 61 % 66.5 % 84.5 % 97 % 97 % Risk-free interest rate 0.07 % 0.24 % 0.52 % 1.58 % 1.58 % Number of warrants remaining 22,000 411,060 179,372 620,294 2,076,125 Estimated fair value at December 31, 2013 $ 13 28,098 32,735 321,603 1,076,405 1,458,841 13 Black-Scholes assumptions as of at July 8, 2014 (close of IPO) Remaining term (years) 1.0 1.8 4.9 4.9 Estimated volatility 70.5 % 68.5 % 82 % 82 % Risk-free interest rate 0.12 % 0.33 % 1.52 % 1.52 % Number of warrants remaining 411,060 179,372 620,294 2,076,125 Estimated fair value at July 8, 2014 (close of IPO) $ (* ) 1,395 2,539 70,381 235,564 309,879 — (*) This warrant expired unexercised on March 18, 2014 In connection with the closing of our IPO, each of the preferred stock warrants automatically converted into a warrant to purchase share of common stock with substantially the same terms, except the term was extended to five years from the close of the IPO for all of the warrants except the Financing agreement warrants. In addition to the warrants above, the Company has recorded the estimated value of the warrants related to the 2013 Note discussed in Note 6 that were ultimately issued upon the completion of the IPO. On July 8, 2014 we completed our IPO and pursuant to the 2013 Note’s terms, we issued to the holder of the Note a warrant exercisable for 12,373 shares of our common stock at an exercise price of $10.00 per share. The estimated fair value as of July 8, 2014 (the close of the IPO) of $104,055 was determined using the Black-Scholes option pricing model, and the following assumptions: 9.4 year remaining term, 91.0% volatility, and a risk-free interest rate of 2.60%. These warrants were classified as liabilities as they were exercisable into redeemable preferred stock until the closing of our IPO on July 8, 2014, at which time they were reclassified as a component of additional paid-in capital. 2014 Notes Warrants As part of the issuance of the 2014 Notes (see Note 6), the Company issued warrants exercisable for 750,000 shares of common stock to the holders of the 2014 Notes with the following terms: · Five year exercise period. · Exercisable into a newly issued series of preferred stock if an initial public offering or subsequent round of equity financing is not completed prior to January 31, 2015. If an initial public offering occurs prior to January 31, 2015, the warrants will be exercisable into common stock. If an initial public offering does not occur and a subsequent round of financing occurs, then the warrants will be exercisable into the equity securities issued in the subsequent round of financing. · The exercise price will be equal to the issuance price of the securities that the warrants are ultimately exercisable into. · The number of shares received upon exercise will be equal to the face value of the 2014 Notes ($7,500,000) plus interest accrued divided by the applicable exercise price. The Company engaged a third-party valuation firm to value the warrants as of the commitment date of the 2014 Notes. Due to the various exercise prices and securities that the warrants are exercisable into, the methodology to value the warrants included a combination of Black-Scholes and Monte Carlo Simulation models that take into consideration probability factors of the various outcomes related to the exercise terms of the warrants. This valuation resulted in an initial valuation of these warrants of $4,454,397. The placement agent of the 2014 Notes also received warrants exercisable for 59,998 shares of common stock as compensation for the placement of the 2014 notes. The warrant coverage received by the placement agent is equal to 10% of the total face value of the 2014 Notes ($750,000) and 10% of the warrant coverage received by the holders of the 2014 Notes ($750,000). The terms of the placement agent warrants are the same as the warrants held by the 2014 Notes holders except for modified warrant coverage and exercise prices on warrants issued related to the face value of the 2014 Notes. The valuation of these warrants was consistent with the above methodology and resulted in an initial valuation of $876,778. These warrants were classified as liabilities as they were exercisable into redeemable preferred stock until the closing of our IPO on July 8, 2014, at which time they were reclassified as a component of additional paid-in capital. Pursuant to ASC Topic 480, the estimated fair value of these warrants are reported as liabilities at their estimated fair value at December 31, 2013, and any changes in fair value during the period are reflected in change in value of warrants and put and call options. ( e ) Common Stock On July 8, 2014, the Company authorized 100,000,000 shares of common stock with a $0.001 par value, of which 5,751,574 shares were issued or outstanding as of December 31, 2015. There are an additional 926,746 shares of common stock issuable upon exercise of outstanding warrants, all of which will be eligible for sale in the public market to the extent permitted by the same restrictions. |