B. Stockholders' Equity (Deficit) | 6 Months Ended |
Mar. 31, 2014 |
Notes to Financial Statements | ' |
B. Stockholders' Equity (Deficit) | ' |
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Preferred Stock |
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The Certificate of Incorporation of Aeolus authorizes the issuance of up to 10,000,000 shares of Preferred Stock, at a par value of $.01 per share. The Board of Directors has the authority to issue Preferred Stock in one or more series, to fix the designation and number of shares of each such series, and to determine or change the designation, relative rights, preferences, and limitations of any series of Preferred Stock, without any further vote or action by the stockholders of the Company. |
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Of the 10,000,000 shares of total authorized shares of Preferred Stock, 1,250,000 shares are designated as Series A Convertible Preferred Stock and 1,600,000 shares are designated as Series B Stock. The Series B Stock is not entitled to vote on any matter submitted to the vote of holders of the common stock except that the Company must obtain the approval of a majority of the outstanding shares of Series B Stock to either amend the Company’s Certificate of Incorporation in a manner that would adversely affect the Series B Stock (including by creating an additional class or series of stock with rights that are senior or pari passu to the Series B Stock) or change the rights of the holders of the Series B Stock in any other respect. Each share of Series B Stock is convertible at any time by the holder thereof into one share of the Company’s common stock, provided that no conversion may be effected that would result in the holders of Series B Stock owning more than 9.9% of the Company’s common stock on a fully converted to common stock basis. If the Company pays a cash dividend on its common stock, it must also pay the same dividend on an as converted basis on the Series B Stock. Upon a liquidation, dissolution, bankruptcy or winding up of the Company or the sale of all or substantially all of the Company’s assets, the holders of Series B Stock will be entitled to receive, together with the holders of common stock, the assets of the Company in proportion to the number of shares of common stock held (assuming conversion of the Series B Stock into shares of common stock). |
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As of March 31, 2014, 526,080 shares of Series B Stock were outstanding, all of which were held by Elan. Each share of Series B Stock was convertible into one share of common stock as of March 31, 2014. |
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There were no shares of Series A Convertible Preferred Stock issued or outstanding as of March 31, 2014. |
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Common Stock |
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February/March 2013 Financing |
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On February 19, 2013 and March 4, 2013, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”). Under the terms of the agreements, the Company received approximately $3,616,000 in gross proceeds in exchange for the issuance of an aggregate of 14,462,000 units (the “Units”), consisting of 14,462,000 shares of common stock and 14,462,000 warrants, at a purchase price of $0.25 per unit. Each Unit consists of (i) one share of common stock (the “Common Shares”) and (ii) a five-year warrant to purchase one share of the Company’s common stock (the “Warrants”). The Warrants have an initial exercise price of $0.25 per share. |
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On February 19, 2013, the Company received $3,225,000 in gross proceeds in exchange for the issuance of an aggregate of 12,900,000 Units, which consisted of 12,900,000 shares of common stock and 12,900,000 warrants. |
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On March 4, 2013, the Company received approximately $390,000 in gross proceeds in exchange for the issuance of an aggregate of 1,562,000 Units, which consisted of 1,562,000 shares of common stock and 1,562,000 warrants. |
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Net cash proceeds from the February/March 2013 Financing, after deducting for expenses, were approximately $3,558,000. The Company also incurred non-cash expenses in the form of 365,000 warrants issued to consultants, at similar terms as the financing Warrants, for services provided. The Company issued a total of 14,827,000 warrants in connection with the February/March 2013 Financing. |
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The fair value of the February/March 2013 Financing warrants was estimated to be $4,791,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 154.84%, risk free interest rate of 0.87% and an expected life of five years. The proceeds from the February/March 2013 Financing were allocated based upon the relative fair values of the February/March 2013 Financing Warrants and the February/March 2013 Common Shares. |
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The February/March 2013 Financing contains a registration rights agreement with an arrangement for liquidated damages in the event of a failure to maintain the effectiveness with the SEC of a registration statement covering the February/March 2013 Financing Units. The Company must use its commercially reasonable efforts to maintain the registration statement continuously effective until the earlier to occur of (i) the date on which all securities covered by such registration statement have been sold, and (ii) the date on which all securities covered by such registration statement may be sold without volume restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended. In the event the Company fails to meet this obligation, subject to certain exceptions, the Company will be required to make a cash payment of 0.5% of the aggregate amount invested to the Purchasers of the February/March 2013 Financing Units. The 0.5% payment equaling $18,000 would be due for every 30-day period in which the registration statement is not continuously effective. The maximum liability would be $108,000 and no damages would accrue after August 19, 2013, the date that is six months from the closing of the February/March 2013 Financing. The registration statement was declared effective by the SEC as of June 13, 2013. No liability was recorded as the registration statement was continuously effective through March 31, 2014. |
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Modification to rights of Security Holders |
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Effective February 19, 2013, the Company and each of Xmark JV Investment Partners, LLC, Xmark Opportunity Fund, Ltd. and Xmark Opportunity Fund, L.P. (collectively, the “Xmark Entities”) entered into a Warrant Repricing, Exercise and Lockup Agreement (the “Xmark Warrant Agreement”) pursuant to which the Company agreed to reduce the exercise price of outstanding warrants to purchase an aggregate of up to 59,149,999 shares of Common Stock held by the Xmark Entities (the “Xmark Warrants”) to $0.01 per share. In consideration for the reduction of the exercise price of the Xmark Warrants, each of the Xmark Entities agreed to immediately exercise all of the Xmark Warrants by cashless exercise. The Xmark Warrant Agreement also provides that the Xmark Entities will not transfer the shares issuable upon exercise of the Xmark Warrants (the “Xmark Warrant Shares”) until the Company either (i) declares a cash dividend on its common stock or otherwise makes a cash distribution or (ii) effects a Change of Control, subject in each case to the terms of the Xmark Warrant Agreement. |
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Modifying the exercise price of the warrants to a fixed amount of $0.01 eliminated the requirement for warrant liability accounting treatment and resulted in a charge of $2,084,000. |
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March 2012 Financing |
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On March 30, 2012 and April 4, 2012, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) and completed a financing (the “March 2012 Financing”). Under the terms of the Purchase Agreements, the Company received $660,000 in gross proceeds in exchange for the issuance of an aggregate of 2,200,166 units (the “March 2012 Units”), consisting of 2,200,166 shares of common stock and 1,650,126 warrants, at a purchase price of $0.30 per Unit. Each Unit consisted of (i) one share of common stock (the “March 2012 Common Shares”) and (ii) a five-year warrant to purchase 0.75 of a share of the Company’s common stock (the “March 2012 Warrants”). The March 2012 Warrants have an initial exercise price of $0.40 per share. |
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On March 30, 2012, the Company received $530,000 in gross proceeds in exchange for the issuance of an aggregate of 1,766,833 March 2012 Units, which consisted of 1,766,833 shares of common stock and 1,325,126 warrants. |
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On April 4, 2012, the Company received $130,000 in gross proceeds in exchange for the issuance of an aggregate of approximately 433,333 March 2012 Units, which consisted of 433,333 shares of common stock and 325,000 warrants. |
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Net cash proceeds from the March 2012 Financing, after deducting for expenses, were $642,000. The Company also incurred non-cash expenses in the form of 12,501 warrants issued to consultants, at similar terms as the March 2012 Warrants, for services provided. Pursuant to the warrants, the Company is obligated to issue up to a total of 1,662,627 shares of common stock as of September 30, 2012 in connection with the March 2012 Financing. |
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The fair value of the March 2012 Warrants issued on March 30, 2012 was estimated to be $363,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 150.74%, risk free interest rate of 1.04% and an expected life of five years. The proceeds from the March 2012 Financing were allocated based upon the relative fair values of the March 2012 Warrants and the March 2012 Common Shares. |
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The fair value of the March 2012 Warrants issued on April 4, 2012 was estimated to be $84,000 using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 149.36%, risk free interest rate of 1.05% and an expected life of five years. The proceeds from the March 2012 Financing were allocated based upon the relative fair values of the March 2012 Warrants and the March 2012 Common Shares. |
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Dividends |
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The Company has never paid a cash dividend on its common stock and does not anticipate paying cash dividends on its common stock in the foreseeable future. If the Company pays a cash dividend on its common stock, it also must pay the same dividend on an as converted basis on its outstanding Series B Stock. |
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Warrants |
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As of March 31, 2014, warrants to purchase an aggregate of 17,879,627 shares of common stock were outstanding with a weighted average exercise price of $0.30 per share. Details of the warrants for common stock outstanding at March 31, 2014 are as follows: |
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Number of Shares | | Exercise Price | | Expiration Date | | | | | | | | | | | |
100,000 | | $ | 0.5 | | May-14 | | | | | | | | | | | |
100,000 | | $ | 1 | | May-14 | | | | | | | | | | | |
100,000 | | $ | 1.5 | | May-14 | | | | | | | | | | | |
125,000 | | $ | 0.51 | | Jun-14 | | | | | | | | | | | |
125,000 | | $ | 1 | | Jun-14 | | | | | | | | | | | |
20,000 | | $ | 0.39 | | Sep-14 | | | | | | | | | | | |
15,000 | | $ | 0.5 | | Sep-14 | | | | | | | | | | | |
15,000 | | $ | 0.6 | | Sep-14 | | | | | | | | | | | |
50,000 | | $ | 0.38 | | Apr-15 | | | | | | | | | | | |
50,000 | | $ | 0.5 | | May-16 | | | | | | | | | | | |
50,000 | | $ | 0.5 | | Jul-16 | | | | | | | | | | | |
50,000 | | $ | 1 | | Jul-16 | | | | | | | | | | | |
50,000 | | $ | 1.5 | | Jul-16 | | | | | | | | | | | |
50,000 | | $ | 2 | | Jul-16 | | | | | | | | | | | |
50,000 | | $ | 2.5 | | Jul-16 | | | | | | | | | | | |
1,337,627 | | $ | 0.4 | | Mar-17 | | | | | | | | | | | |
325,000 | | $ | 0.4 | | Apr-17 | | | | | | | | | | | |
300,000 | | $ | 0.258 | | Jun-17 | | | | | | | | | | | |
140,000 | | $ | 0.35 | | Oct-17 | | | | | | | | | | | |
13,085,000 | | $ | 0.25 | | Feb-18 | | | | | | | | | | | |
1,742,000 | | $ | 0.25 | | Mar-18 | | | | | | | | | | | |
17,879,627 | | $ | 0.3 | | | | | | | | | | | | | |
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As of March 31, 2014, one warrant to purchase an aggregate of 896,037 shares of preferred stock was outstanding. The warrant has an exercise price of $0.01 per share and expires in February 2016. |
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Below is a summary of warrant activity (“common and preferred”) for the six months ended March 31, 2014: |
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| | | | | Weighted Average | | | | |
| | Number of Shares | | | Exercise Price | | | Remaining Contractual | | | Aggregate | |
Term (in years) | Intrinsic Value |
Outstanding at 9/30/2013 | | | 18,775,664 | | | $ | 0.29 | | | | 4.05 | | | $ | 693,340 | |
Granted | | | - | | | $ | - | | | | - | | | $ | - | |
Exercised | | | - | | | $ | - | | | | - | | | $ | - | |
Expired or Canceled | | | - | | | $ | - | | | | - | | | $ | - | |
Forfeited | | | - | | | $ | - | | | | - | | | $ | - | |
Vested | | | - | | | $ | - | | | | - | | | $ | - | |
Outstanding at 3/31/2014 | | | 18,775,664 | | | $ | 0.29 | | | | 3.55 | | | $ | 215,048 | |
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Below is a summary of warrant activity (“common and preferred”) for the six months ended March 31, 2013: |
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| | | | | Weighted Average | | | | |
| | Number of Shares | | | Exercise Price | | | Remaining Contractual Term (in years) | | | Aggregate Intrinsic Value | |
Outstanding at 9/30/2012 | | | 62,993,663 | | | $ | 0.3 | | | | 4.2 | | | $ | 5,344,623 | |
Granted | | | 14,932,000 | | | $ | 0.25 | | | | 4.89 | | | $ | 1,039,373 | |
Exercised | | | (59,149,999 | ) | | $ | 0.01 | | | | 3.75 | | | $ | 19,519,500 | |
Expired or Canceled | | | - | | | $ | - | | | | - | | | $ | - | |
Forfeited | | | - | | | $ | - | | | | - | | | $ | - | |
Vested | | | - | | | $ | - | | | | - | | | $ | - | |
Outstanding at 3/31/2013 | | | 18,775,664 | | | $ | 0.29 | | | | 4.55 | | | $ | 1,335,864 | |
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