Stockholders' equity (deficit) | Stockholders' equity (deficit) 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 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 a lender 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. On November 6, 2015, the Company, in connection with the sale of common stock, issued the following warrants to purchase common stock: Description Warrants Exercise Price Date Exercisable Expiration Term Series A Warrants 1,617,647 $3.56 May 6, 2016 November 6, 2020 5 years Series B Warrants 2,156,863 $3.56 May 6, 2016 November 7, 2016 12 months + 1 day Series C Warrants 2,156,863 $3.56 May 6, 2016 May 6, 2017 18 months Series D Warrants 2,156,863 $3.56 May 6, 2016 July 6, 2016 8 months Total 8,088,236 In addition, the Company issued warrants to purchase up to an aggregate of 107,843 share of common stock with the same terms as the Series A Warrants to the placement agent for the transaction. As of December 31, 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 11/6/2015 2,156,863 $ 3.56 7/6/2016 11/6/2015 2,156,863 $ 3.56 11/7/2016 11/6/2015 2,156,863 $ 3.56 5/6/2017 11/6/2015 1,725,490 $ 3.56 11/6/2021 Total warrants outstanding 10,039,682 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. Public Offering 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. 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 December 31, 2015, the Company had sold 308,541 ATM Shares of common stock at an average sales price of $3.92 per ATM Share for total net proceeds of approximately $1.1 million after deducting discounts and commissions and estimated offering expenses of approximately $98,000 . PIPE Offering On November 6, 2015, the Company sold 2,156,863 shares of common stock pursuant to a securities purchase agreement to certain institutional investors ("PIPE offering") at a purchase price of $2.55 per share for total gross proceeds of approximately $5.5 million . As part of this PIPE offering, the Company issued warrants to purchase 8.1 million shares of its common stock at $3.56 per share. Other Common Stock Issuances During 2015, the Company issued 6,000 shares of common stock to its chief executive officer for restricted stock units that vested during the year. Shares Reserved for Future Issuance As of December 31, 2015, the Company had 12,946,018 shares of common stock outstanding. The Company has reserved shares of common stock for future issuance as of December 31, 2015 as follows: Stock options outstanding 1,542,732 Shares available for grant under stock option plans 49,401 Restricted stock units 891,617 Common stock warrants 10,039,682 Total shares reserved for future issuance 12,523,432 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 December 31, 2015, there were 49,401 shares available for issuance from the Stock Plan. Stock Options The table below summarizes stock option activity for the years ended December 31, 2015 and 2014. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Outstanding as of December 31, 2013 563,453 $ 1.18 Granted 712,204 6.60 Exercised — — Expired — — Forfeited (3,076 ) 11.90 Outstanding as of December 31, 2014 1,272,581 4.19 Granted 467,183 5.04 Exercised — — Expired (4,865 ) 15.20 Forfeited (192,167 ) 5.23 Outstanding as of December 31, 2015 1,542,732 $ 4.28 7.5 Exercisable as of December 31, 2015 817,002 $ 3.23 5.3 During the years ended December 31, 2015 and 2014, the Company’s Board of Directors granted stock options of 467,183 and 712,204 , respectively to employees, a non-employee consultant and Directors of the Company with a weighted average fair value of $3.54 and $5.40 per share, respectively. The stock options vest based on terms in the stock option agreements (generally over four years) and are exercisable after they have been granted for up to ten years from the date of grant. The weighted-average assumptions used in the Black-Scholes valuation model for stock option awards granted during the years ended December 31, 2015 and 2014 are shown in the table below. 2015 2014 Expected volatility 99.69 % 88.29 % Expected dividends — — Expected life in years 6.0 6.5 Risk-free interest rate 1.75 % 1.98 % 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 our 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 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. At December 31, 2015, the aggregate intrinsic value of options outstanding was $0.4 million . The aggregate intrinsic value of options outstanding as of December 31, 2015 represents the pretax value (the Company's closing market price of $1.60 per share on December 31, 2015, less the exercise price per share, times the number of in-the-money options) that would have been received by all option holders had they exercised their options at the end of the period. No options were exercised during the years ended December 31, 2015 or 2014. Restricted Stock Units (RSU) 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% are vesting in equal monthly installments on the 1 st day of each calendar month beginning November 1, 2014. As of December 31, 2015, the Company had issued 13,000 shares of common stock for RSU's that had vested. In November 2015, the Company issued Restricted Stock Units (RSU) to its named executive officers. The RSU represent the right to receive shares of common stock, subject to the terms and conditions of a restricted stock unit agreement (the "agreement") and the Plan. The RSUs are subject to time based vesting in equal quarterly installments on the first day of each calendar quarter, beginning on January 1, 2016 and continuing for 11 additional quarters thereafter, provided that the applicable officers continues to provide services to the Company. Subsequently, these named executive officers elected to defer the receipt of shares of common stock in connection with the issuance of these RSUs until the separation from services from the Company or change in control defined in the agreement. Restricted stock units will be settled through the issuance of an equivalent number of shares of our common stock and are equity classified. The Company measures the fair value of grants of restricted stock units based on the closing market price of a share of its common stock on the date of grant. The following table summarizes the activity related to restricted stock units during 2015: Units Weighted Average Grant Date Fair Value Unvested at January 1 17,000 $ 4.55 Units granted 880,617 $ 2.31 Units vested (6,000 ) $ 4.55 Units forfeited — Unvested at December 31 891,617 $ 2.34 As of December 31, 2015, there was $4.6 million of unrecognized compensation expense related to unvested stock options and RSUs, which is expected to be recognized over a weighted average period of 1.42 years. The Company recognized non-cash stock-based compensation expense in its research and development and general and administrative expenses as follows: Year Ended December 31, (in thousands) 2015 2014 Research and development $ 335 $ 130 General and administrative 1,140 821 Total $ 1,475 $ 951 |