Stockholders' equity (deficit) | Stockholders' equity Series A Preferred Stock In connection with the completion of the IPO, 3,644,354 shares of common stock were issued for the conversion of all outstanding shares of the Company’s Series A Preferred stock. Warrants On January 16, 2014, an agreement was reached among the Company’s significant shareholders to cancel warrants held by its majority shareholder, Care Capital Investments III, LP, together with its affiliates (collectively, Care Capital), and by funds affiliated with Rho Venture Partners (Rho). Pursuant to this agreement, an aggregate of 593,589 shares of the Company’s common stock were issued to Care Capital and Rho concurrently with the completion of the Company’s IPO in return for cancelling the warrants. In connection with the cancellation of the warrants, the Company settled the preferred stock warrant liability on its balance sheet. On February 10, 2014, the Company, in connection with the IPO, issued to employees of the underwriter warrants to purchase up to 62,000 shares of common stock. The warrants are exercisable at any time commencing one year from the effective date of the Company’s IPO. The warrants are exercisable at a price of $15.00 per share and expire on February 10, 2018. On November 20, 2014, the Company, in connection with the issuance of a term loan, issued warrants to East West to purchase up to an aggregate of 56,603 shares of the Company's common stock at an exercise price of $4.24 per share. The warrants are immediately exercisable and will expire on November 20, 2021. On July 22, 2015, the Company, in connection with the sale of common stock, issued warrants to purchase 1,725,000 shares of the Company's common stock at an exercise price of $6.25 per share. The warrants are immediately exercisable and expire on July 22, 2020. As of September 30, 2015, the following warrants to purchase common stock were outstanding: Exercise Issuance Date Shares Price Expiration 2/10/2014 62,000 $ 15.00 2/10/2018 11/20/2014 56,603 $ 4.24 11/20/2021 7/22/2015 1,725,000 $ 6.25 7/22/2020 Total warrants outstanding 1,843,603 Common Stock On February 14, 2014, the Company filed an Amended and Restated Certificate of Incorporation which authorizes the issuance of 100,000,000 shares of common stock, and 5,000,000 shares of undesignated preferred stock. On July 22, 2015, the Company completed a public offering of common stock and sold 1,500,000 shares of common stock and warrants to purchase common stock at a price of $5.00 per share and accompanying warrant for total gross proceeds of $7.5 million . Concurrent with closing of the offering, the underwriters exercised their option to purchase 225,000 warrants for $0.01 per share for total gross proceeds to the Company of $2,250 . On July 31, 2015, the underwriters partially exercised their over-allotment to purchase 112,500 shares of common stock at $4.99 per share for total gross proceeds of $561,375 . Total net proceeds from the public offering were approximately $7.1 million after deducting underwriting discounts, commissions and offering expenses of approximately $1.0 million . During the nine month period ended September 30, 2015, the Company issued 4,500 shares of common stock to its chief executive officer for restricted stock units that vested during the period. At Market Issuance Sales Agreement On August 7, 2015, the Company entered into an At Market Issuance Sales Agreement (the “Agreement”), with MLV & Co. LLC, as sales agent (“MLV”), pursuant to which the Company may offer and sell, from time to time, through MLV, shares of the Company’s common stock, (the “ATM Shares”), up to an aggregate offering price of $18.0 million. The Company intends to use the net proceeds received from any issuance of ATM shares under the Agreement for working capital and general corporate purposes. Under the Agreement, MLV may sell the ATM Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NASDAQ Capital Market, on any other existing trading market for the ATM Shares or to or through a market maker. In addition, under the Agreement, MLV may sell the Shares by any other method permitted by law, including in privately negotiated transactions. Subject to the terms and conditions of the Agreement, MLV will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the NASDAQ Capital Market, to sell the ATM Shares from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of the ATM Shares under the Agreement. The offering of ATM Shares pursuant to the Agreement will terminate upon the earlier of (1) the sale of all of the ATM Shares subject to the Agreement or (2) the termination of the Agreement by MLV or the Company. The Company will pay MLV a commission of up to 3.0% of the gross sales price per ATM Share sold and has agreed to provide MLV with customary indemnification and contribution rights. As of September 30, 2015, the Company had sold 263,273 ATM Shares of common stock at an average sales price of $4.07 per ATM Share for total net proceeds of approximately $1.0 million after deducting discounts and commissions and estimated offering expenses of approximately $94,000 . Shares Reserved for Future Issuance The Company has reserved shares of its common stock for future issuance as follows: September 30, 2015 Stock options outstanding 1,442,500 Shares available for grant under stock option plans 1,030,250 Restricted stock units 12,500 Common stock warrants 1,843,603 Total shares reserved for future issuance 4,328,853 Stock-Based Compensation In 2005, the Company adopted the NephroGenex, Inc. 2005 Stock Option Plan. On May 15, 2014, the 2005 Stock Option Plan, was amended and restated to the 2007 Equity Incentive Plan (the “Plan”). The amendment authorized an increase of 673,923 shares and provided for the granting of up to 1,283,226 shares of common stock to employees and consultants of the Company in the form of incentive and nonqualified stock options and shares of restricted stock. On March 24, 2015, the Company’s Board of Directors adopted, and stockholders subsequently approved, an amendment to the Company's Amended and Restated 2007 Equity Incentive Plan, as amended (the “Stock Plan”) to increase the number of shares authorized for issuance of awards under the Stock Plan from 1,283,226 to an aggregate of 2,483,226 shares of common stock. As of September 30, 2015, there were 1,030,250 shares available for issuance under the Plan. The table below summarizes stock option activity for the nine month period ended September 30, 2015: Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2014 1,272,581 $ 4.19 Granted 317,550 6.08 Exercised — — Expired (4,865 ) 15.20 Forfeited (142,766 ) 5.76 Outstanding as of September 30, 2015 1,442,500 4.46 Exercisable 688,969 $ 2.88 The weighted-average assumptions used in the Black-Scholes valuation model for equity awards granted during the three and nine month periods ended September 30, 2015 and 2014 are shown in the table below. Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Expected volatility 95.94 % 93.94 % 96.72 % 83.9 % Expected dividends — — — — Expected life in years 5.8 6.3 5.9 6.8 Risk-free interest rate 1.70 % 2.04 % 1.70 % 2.11 % The Company determines the options’ life based upon the use of the simplified method. As a newly public company, sufficient history to estimate the volatility and dividend yield of the Company's common stock is not available. The Company uses a pool of comparable companies as a basis for the expected volatility assumption and dividend yield. The Company intends to continue to consistently apply this process using the comparable companies until sufficient amount of historical information becomes available. The risk-free interest rate is based upon the yield of an applicable Treasury instrument. In November 2013, the Company issued 24,000 Restricted Stock Units (RSU) to its CEO in connection with his employment agreement. The RSU represent the right to receive shares of common stock, subject to the terms and conditions of a restricted stock unit agreement and grant notice and were not issued under the Plan. The RSU’s are subject to time-based vesting with 25% of the RSU’s vesting on October 21, 2014 and the remaining 75% vesting in equal monthly installments on the first day of each calendar month beginning on November 1, 2014. During the nine month period ended September 30, 2015, the Company issued 4,500 shares of common stock for RSUs that vested during the period. In accounting for stock options to non-employees, the fair value of services related to the options granted are generally recorded as an expense as these services are provided to the Company over the relating service periods. The Company re-measures any unvested, non-employee options to fair value at the end of each reporting period using the Black-Scholes pricing model. The Company recognized non-cash share-based compensation expense in its research and development and general and administrative expenses as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2015 2014 2015 2014 Research and development $ 51 $ 40 $ 183 $ 77 General and administrative 281 147 732 650 Total $ 332 $ 187 $ 915 $ 727 |