Financings | 9 Months Ended |
Jun. 30, 2014 |
Financing [Abstract] | ' |
Financings | ' |
7. Financings |
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June 2013 Public Offering |
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On June 24, 2013, the Company completed an underwritten public offering of 4,482,760 shares of its common stock at a price to the public of $4.35 per share. On July 22, 2013, the Company issued 236,007 additional shares of common stock, at the public offering price of $4.35 per share, in connection with the underwriters' exercise of a portion of their over-allotment option. The Company received net proceeds from this offering, after deducting underwriting discounts, commissions and expenses, of $19.3 million, of which $18.3 million was received and recorded in June 2013 and $1.0 million was received and recorded in July 2013. |
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June 2012 Private Placement |
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In June 2012, the Company completed a private placement (the "2012 Private Placement") of an aggregate of 4,250,020 shares of the Company's common stock, 3,605,607 shares of the Company's Series B Convertible Preferred Stock and warrants to purchase an aggregate of 2,749,469 shares of common stock at an exercise price of $2.66 per share. For each unit consisting of either a share of common stock or Series B Preferred Stock and a warrant to purchase 0.35 of a share of common stock, the purchasers in the June 2012 Private Placement paid a negotiated price of $2.355. The warrants are immediately exercisable and will expire on June 26, 2017, five years from the original issuance date of June 27, 2012. The Company received net proceeds, after deducting placement agents' fees and other transaction expenses, of approximately $17,100 from the 2012 Private Placement. Each share of Series B Preferred Stock is convertible into one share of the Company's common stock at any time at the option of the holder, except that the securities purchase agreement that the Company entered into in connection with the 2012 Private Placement (the "Securities Purchase Agreement") provides that a holder will be prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.98% of the total number of shares of common stock then issued and outstanding. In the event of the Company's liquidation, dissolution or winding up, holders of the Series B Preferred Stock will receive a payment equal to $0.01 per share of Series B Preferred Stock before any proceeds are distributed to the holders of common stock. After the payment of this preferential amount, and subject to the rights of holders of any class or series of capital stock specifically ranking by its terms senior to the Series B Preferred Stock, holders of Series B Preferred Stock will participate ratably in the distribution of any remaining assets with the common stock and any other class or series of capital stock that participates with the common stock in such distributions. Shares of Series B Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding Series B Preferred Stock will be required to amend the terms of the Series B Preferred Stock. Holders of Series B Preferred Stock are entitled to receive, and the Company is required to pay, dividends on shares of the Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock. |
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As required by the Securities Purchase Agreement, the Company filed a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on July 27, 2012, which was within 30 days after the closing of the 2012 Private Placement. The Registration Statement, which was declared effective on August 13, 2012, registers the resale of the shares of common stock and Series B Preferred Stock issued and sold in the 2012 Private Placement, the shares of common stock issuable upon conversion of the Series B Preferred Stock issued and sold in the 2012 Private Placement, and the shares of common stock issuable upon exercise of the warrants issued and sold in the 2012 Private Placement. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to pay liquidated damages to the purchasers in the 2012 Private Placement if, after effectiveness of the Registration Statement and subject to certain specified exceptions, the Company suspends the use of the Registration Statement or the Registration Statement ceases to remain continuously effective as to all the securities for which it is required to be effective (each such event, a "Registration Default"). Subject to specified exceptions, for each 30-day period or portion thereof during which a Registration Default remains uncured, the Company is obligated to pay liquidated damages to each purchaser in cash in an amount equal to 1.0% of the aggregate purchase price paid by each such purchaser in the 2012 Private Placement, up to a maximum of 8.0% of such aggregate purchase price. As of the date of these financial statements, the Company does not believe that it is probable that it will be obligated to pay any such liquidated damages. Accordingly, the Company has not established an accrual for liquidated damages. |
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In the event that the Company enters into a merger or change of control transaction, the holders of the warrants issued in the 2012 Private Placement will be entitled to receive consideration as if they had exercised the warrants immediately prior to such transaction, or they may require the Company to purchase the unexercised warrants at the Black-Scholes value (as defined in the warrant) of the warrant on the date of such transaction. The holders have up to 30 days following any such transaction to exercise this right. As a result of this provision, the Company recognizes the warrants as liabilities at their fair value on each reporting date. |
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At June 30, 2014, the fair value of the warrant liability determined utilizing the Black-Scholes valuation model was approximately $2,342. In comparison, the fair value of the warrant liability at September 30, 2013 was $4,958. |
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During the three and nine months ended June 30, 2014, the Company recorded an adjustment to fair value of common stock warrant liability of $(1,258) and $(2,616) respectively, within Other (income)/expense, to reflect a decrease in the valuation of the warrants from September 30, 2013 to June 30, 2014. |
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The following summarizes the changes in value of the warrant liability from September 30, 2013 through June 30, 2014: |
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Balance at September 30, 2013 | | $ | 4,958 | |
Decrease in fair value of common stock warrant liability | | | (2,616 | ) |
Balance at June 30, 2014 | | $ | 2,342 | |
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May 2011 Registered Direct Offering |
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In May 2011, the Company completed a registered direct offering (the "May 2011 Offering") of an aggregate of 3,018,736 shares of the Company's common stock, 1,813,944 shares of the Company's Series A Preferred Stock and warrants to purchase 2,256,929 shares of the Company's common stock. The shares and warrants were sold in units consisting of (i) one share of common stock and (ii) one warrant to purchase 0.1625 of a share of common stock, at an exercise price of $9.92 per share of the Company's common stock. However, one investor also purchased units consisting of one share of Series A Preferred Stock and a warrant to purchase 0.1625 of a share of common stock. No fractional warrants were issued. Each unit was sold at a price of $8.64 per unit. These units were not issued or certificated. The shares and warrants were immediately separated. The warrants will expire on May 17, 2016, five years from the original issuance date of May 18, 2011. The Company received net proceeds, after deducting placement agents' fees and other offering expenses, of approximately $28,000 from the May 2011 Offering. The shares of Series A Preferred Stock issued in the May 2011 Offering have been converted into an aggregate of 453,483 shares of common stock. In the event that the Company enters into a merger or change of control transaction, the holders of the warrants issued in the May 2011 Offering will be entitled to receive consideration as if they had exercised the warrants immediately prior to such transaction, or they may require the Company to purchase the unexercised warrants at the Black-Scholes value (as defined in the warrant) of the warrant on the date of such transaction. As per terms of the warrant, the holders have up to 30 days following any such transaction to exercise this right. As a result of this provision, the Company recognizes the warrants as liabilities at their fair value on each reporting date. |
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At June 30, 2014, the fair value of the warrant liability determined utilizing the Black-Scholes valuation model was approximately $71. In comparison, the fair value of the warrant liability at September 30, 2013 was $1,163. |
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During the three and six months ended June 30, 2014, the Company recorded an adjustment to fair value of common stock warrant liability of $(290) and $(1,092), respectively, within Other (income)/expense, to reflect a decrease in the valuation of the warrants from September 30, 2013 to June 30, 2014. |
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The following summarizes the changes in value of the warrant liability from September 30, 2013 through June 30, 2014: |
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Balance at September 30, 2013 | | $ | 1,163 | |
Decrease in fair value of common stock warrant liability | | | (1,092 | ) |
Balance at June 30, 2014 | | $ | 71 | |
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Fair Value Assumptions Used in Accounting for Warrant Liability |
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The Company has determined its warrant liability to be a Level 3 fair value measurement and used the Black-Scholes valuation model to calculate, as of June 30, 2014, the fair value of the warrants issued in the June 2012 Private Placement and the May 2011 Offering. |
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As of June 30, 2014, the Company estimated such fair value using the following assumptions: |
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June 2012 Financing | | | 30-Jun-14 | |
Stock price | | $ | 2.16 | |
Exercise price | | $ | 2.66 | |
Risk-free interest rate | | | 0.88 | % |
Expected remaining term | | | 2.99 | |
Expected volatility | | | 76 | % |
Dividend yield | | | — | |
Warrants outstanding | | | 2,749,469 | |
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May 2011 Offering | | | 30-Jun-14 | |
Stock price | | $ | 2.16 | |
Exercise price | | $ | 9.92 | |
Risk-free interest rate | | | 0. 47 | % |
Expected remaining term | | | 1.88 | |
Expected volatility | | | 60 | % |
Dividend yield | | | — | |
Warrants outstanding | | | 2,256,929 | |
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Risk-Free Interest Rate. This is the United States Treasury rate for the measurement date having a term equal to the expected remaining term of the warrant. An increase in the risk-free interest rate will increase the fair value and the associated derivative liability. |
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Term of Warrants. This is the period of time over which the warrant is expected to remain outstanding and is based on management's estimate, taking into consideration the remaining contractual life. |
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Expected Volatility. This is a measure of the amount by which the stock price has fluctuated or is expected to fluctuate. The Company uses a weighted-average of its historic volatility over the retrospective period corresponding to the expected remaining term of the warrants on the measurement date. An increase in the expected volatility will increase the fair value and the associated derivative liability. |
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Dividend Yield. The Company has not made any dividend payments nor does it have plans to pay dividends in the foreseeable future. An increase in the dividend yield will decrease the fair value and the associated derivative liability. |
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Participating Securities |
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If at any time the Company grants, issues or sells securities or other property to holders of any class of common stock, the holders of the warrants are entitled to also acquire those same securities as if they held the number of shares of common stock acquirable upon complete exercise of the warrants. |
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As such, given that the warrant holders will participate fully on any dividends or dividend equivalents, the Company determined that the warrants are participating securities and therefore are subject to ASC 260-10-55 earnings per share. These securities were excluded from the three and nine months ended June 30, 2013 and June 30, 2014 loss per share calculation since their inclusion would be anti-dilutive. |