Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 5. Stockholders’ Equity |
We have granted share-based compensation awards to employees, board members and service providers. Awards may consist of common stock, restricted common stock, restricted common stock units, warrants, or stock options. Our stock options and warrants have lives of up to ten years from the grant date. The awards vest either upon the grant date or over varying periods of time. The stock options we grant provide for option exercise prices equal to or greater than the fair market value of the common stock on the date of the grant. Restricted stock units grant the holder the right to receive fully paid common shares with various restrictions on the holder’s ability to transfer the shares. As of September 30, 2013, we have approximately 32,000 shares of common stock reserved for issuance of such awards under our equity compensation plans. |
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Share-based compensation expense included in the condensed statements of operations for the three and nine months ended September 30, 2013 and 2012 was as follows: |
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| | Three Months Ended September 30, | | | | | |
| | 2013 | | 2012 | | | | | |
Research and development costs | | $ | 241,934 | | $ | 193,558 | | | | | |
General and administrative expenses | | | 765,519 | | | 293,142 | | | | | |
Total | | $ | 1,007,453 | | $ | 486,700 | | | | | |
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| | Nine Months Ended September 30, | | | | | |
| | 2013 | | 2012 | | | | | |
Research and development costs | | $ | 690,199 | | $ | 462,380 | | | | | |
General and administrative expenses | | | 1,390,541 | | | 725,312 | | | | | |
Total | | $ | 2,080,740 | | $ | 1,187,692 | | | | | |
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Included in general and administrative expenses for each of the nine months ended September 30, 2013 and 2012 is approximately $11,000 and $180,000, respectively related to consulting expenses where we paid consultants in shares of common stock. Additionally, included in expenses for the nine months ended September 30, 2012, is approximately $141,000, respectively related to research and development expenses that we paid for with shares of common stock. |
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Stock Options. A summary of stock option activity during the nine months ended September 30, 2013 and related information is included in the table below: |
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| | Number of Options | | Weighted- | | Weighted- | | Aggregate | |
Average | Average | Intrinsic Value |
Exercise | Remaining | |
Price | Contractual | |
| Life (in years) | |
Outstanding at January 1, 2013 | | 14,787,287 | | $ | 1.98 | | 6.1 | | $ | 1,926,000 | |
Granted | | 1,502,579 | | $ | 1.12 | | | | | | |
Exercised | | - | | $ | - | | | | | | |
Forfeited | | - | | $ | - | | | | | | |
Outstanding at September 30, 2013 | | 16,289,866 | | $ | 1.9 | | 5.7 | | $ | 17,479,303 | |
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Exercisable at September 30, 2013 | | 12,364,648 | | $ | 2.17 | | 4.7 | | $ | 10,865,493 | |
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Vested and expected to vest | | 16,289,866 | | $ | 1.9 | | 5.7 | | $ | 17,479,303 | |
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Range of Exercise Prices | | Number of Options | | Weighted- | | Weighted- | | Aggregate | |
Outstanding | Average | Average | Intrinsic Value |
| Exercise | Remaining | |
| Price | Contractual | |
| | Life (in years) | |
$0.50 - $1.00 | | 5,400,000 | | $ | 0.73 | | 5.7 | | $ | 10,674,000 | |
$1.01 - $2.00 | | 4,182,999 | | $ | 1.19 | | 7.9 | | $ | 6,342,186 | |
$2.01 - $3.00 | | 1,903,534 | | $ | 2.47 | | 5 | | $ | 463,117 | |
$3.01 - $4.00 | | 4,803,333 | | $ | 3.59 | | 4 | | $ | - | |
| | 16,289,866 | | $ | 1.9 | | 5.7 | | $ | 17,479,303 | |
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The Company uses the Black-Scholes option pricing model to calculate the fair value of options. Significant assumptions used in this model include: |
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| | Nine Months Ended September 30, | | | | | | | |
| | 2013 | | 2012 | | | | | | | |
Annual dividend | | - | | - | | | | | | | |
Expected life (in years) | | 3.0 - 6.0 | | 2.0 - 4.0 | | | | | | | |
Risk free interest rate | | 0.51% - 1.01% | | 0.29% - 0.65% | | | | | | | |
Expected volatility | | 65.1% - 75.2% | | 55.5% - 70.6% | | | | | | | |
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The 1,502,579 options granted in the first nine months of 2013 had a weighted average grant date fair value of $0.69. Unrecognized compensation expense for unvested stock options outstanding at September 30, 2013 was approximately $2,065,000 and will be recognized over an average of 1.9 years. |
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Restricted Stock Units. We have granted restricted stock units (RSUs) to certain employees and directors that entitle the holders to receive shares of our common stock upon vesting of the RSUs, and subject to certain restrictions regarding the exercise of the RSUs. The fair value of restricted stock units granted is based upon the market price of the underlying common stock as if they were vested and issued on the date of grant. |
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A summary of our restricted stock unit activity for the nine months ended September 30, 2013 is as follows: |
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| | Number of | | Weighted- | | | | | | |
RSU's | Average | | | | | |
| Grant Date | | | | | |
| Fair Value | | | | | |
Outstanding at January 1, 2013 | | 371,491 | | $ | 2.1 | | | | | | |
Granted | | 30,702 | | $ | 1.14 | | | | | | |
Vested and converted to common shares | | - | | $ | - | | | | | | |
Forfeited | | - | | $ | - | | | | | | |
Outstanding at September 30, 2013 | | 402,193 | | $ | 2.03 | | | | | | |
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Exercisable at September 30, 2013 | | 363,585 | | $ | 2.05 | | | | | | |
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Unrecognized compensation expense for unvested restricted stock units outstanding at September 30, 2013 was approximately $69,000 and will be recognized over an average of 0.4 years. |
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Common Stock Purchase Warrants. Warrants to purchase common stock were issued to certain officers, directors, stockholders and service providers. In addition, warrants were issued in conjunction with the March 2013 debt transaction and the September 2013 registered direct offering. |
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A summary of warrant activity for the nine months ended September 30, 2013 follows: |
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| | Number of | | Weighted- | | Weighted- | | Aggregate | |
Shares | Average | Average | Intrinsic |
Underlying | Exercise | Remaining | Value |
Warrants | Price | Contractual | |
| | Life (in years) | |
Outstanding at January 1, 2013 | | 19,840,176 | | $ | 2.08 | | 3.5 | | $ | 854,649 | |
Granted | | 7,761,211 | | $ | 1.83 | | 4.3 | | | | |
Exercised | | -5,202,935 | | $ | 1.29 | | | | | | |
Forfeited | | -2,599,633 | | $ | 3.12 | | | | | | |
Outstanding at September 30, 2013 | | 19,798,819 | | $ | 1.97 | | 3.6 | | $ | 18,508,411 | |
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Exercisable at September 30, 2013 | | 18,204,219 | | $ | 1.8 | | 3.2 | | $ | 17,376,245 | |
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The 7,761,211 common stock purchase warrants granted in the nine months ended September 30, 2013 had a weighted average grant date fair value of $0.82. |
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Common Stock |
In February 2012, the Company completed a registered direct placement of 5,200,000 shares of common stock at a price of $1.00 per share, and 5,200,000 common stock purchase warrants, each with an exercise price of $1.02 per share and exercisable starting six months from the issuance date for a term of five years. The Company received aggregate gross proceeds of $5,200,000; net proceeds were approximately $4,877,000. The warrants are classified within equity. |
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In March 2012, pursuant to the terms of a 2010 consulting agreement, we issued: (i) 180,000 common shares; and (ii) a common stock purchase warrant entitling the holder to purchase 510,821 shares of common stock at $0.99 per share as compensation for business advisory services. The warrant was exercisable immediately, expires on January 6, 2022, and is freely assignable in whole or in part. We also agreed to register the shares underlying the warrant with the SEC for resale. The warrant is classified within equity. |
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In August 2012, the Company completed an underwritten public offering of 6,900,000 shares of common stock at a price of $0.40 per share. The Company received aggregate gross proceeds of $2,760,000; net proceeds were approximately $2,441,000. In connection with the offering, the Company issued a common stock purchase warrant to the underwriters for the purchase of up to 300,000 shares of its common stock; the warrant has an exercise price of $0.50 per share and is exercisable for five years. The warrant is classified within equity. |
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In September 2012, the Company completed a registered direct placement of 7,000,000 shares of common stock at a price of $1.00 per share. The Company received aggregate gross proceeds of $7,000,000; net proceeds were approximately $6,368,000. In connection with the offering, the Company issued a common stock purchase warrant to the placement agent for the purchase of up to 350,000 shares of its common stock; the warrant has an exercise price of $1.25 per share and is exercisable for five years. The warrant is classified within equity. |
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In October of 2012, we entered into a consulting agreement related to the marketing of NS-189, our small molecule compound to other pharmaceutical and drug development companies. As partial consideration for the services to be rendered, we issued an aggregate of 25,000 shares of our common stock which vests over the initial five month term of the agreement. |
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In December 2012, we issued 200,000 shares of common stock as a result of a warrant holder exercising their common stock purchase warrants. The stock was issued at $1.02 and generated approximately $204,000 in net proceeds. |
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In January and February 2013, we issued 258,000 shares of common stock as a result of certain warrant holders exercising their common stock purchase warrants. The stock was issued at $1.25 per share and generated approximately $323,000 in net proceeds. In conjunction with the exercises we modified the warrants to reduce the exercise price to $1.25 and issued 258,000 replacement warrants. The replacement warrants have an exercise price of $1.25 and expire in March 2020. We recognized an expense for the value of the replacement warrants and the reduction of the strike price on the original warrants. Such expense is classified as warrant modification expense. The warrants are classified within equity. |
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In March 2013, we issued 350,650 shares of common stock and 1,297,607 common stock purchase warrants to various parties in conjunction with our debt transaction (see Note 4). |
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In May 2013, we issued 440,000 shares of common stock as a result of a certain warrant holder exercising their common stock purchase warrants. The stock was issued at $1.07 per share and generated approximately $433,000 in net proceeds. In conjunction with the exercise we modified the warrants to reduce the exercise price to $1.07 and issued 440,000 replacement warrants. The replacement warrants have an exercise price of $1.25 and expire in May 2016. We recognized expense for the value of the replacement warrants and the reduction of the strike price on the original warrants; such expense is classified as warrant modification expense. The warrants are classified within equity. |
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In May 2013, we issued 689,675 shares of common stock as a result of certain warrant holders exercising their common stock purchase warrants. The stock was issued at $1.25 per share and generated approximately $844,000 in net proceeds. In conjunction with the exercises we modified the warrants to reduce the exercise price to $1.25 and issued 689,675 replacement warrants. The replacement warrants have an exercise price of $1.25 and expire in March 2020. We recognized an expense for the value of the replacement warrants and the reduction of the strike price on the original warrants; such expense is classified as warrant modification expense. The warrants are classified within equity. |
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In May and June 2013, we issued 378,809 shares of common stock as a result of certain warrant holders exercising their common stock purchase warrants. The stock was issued at $1.25 per share and generated approximately $474,000 in net proceeds. In conjunction with the exercise we issued 378,809 replacement warrants. The replacement warrants have an exercise price of $1.25 and expire in March 2020. We recognized an expense for the value of the replacement warrants; such expense is classified as warrant modification expense. The warrants are classified within equity. |
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In May and June 2013, we issued 300,000 shares of our common stock to a warrant holder as a result of their exercising their common stock purchase warrants. The stock was issued at $1.02 and generated approximately $306,000 in net proceeds. |
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In July 2013, we issued 942,520 shares of our common stock to a warrant holder as a result of their exercising their common stock purchase warrants. The stock was issued at $1.25 per share and generated approximately $1,178,000 in net proceeds. In conjunction with the exercises we modified 782,005 of the warrants to reduce the exercise price to $1.25 and issued 942,520 replacement warrants. The replacement warrants have an exercise price of $1.25 and expire in March 2020. We recognized an expense for the value of the replacement warrants and the reduction of the strike price on the original warrants; such expense is classified as warrant modification expense. The warrants are classified within equity. |
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In July 2013, we issued 100,000 shares of common stock as a result of a warrant holder exercising their common stock purchase warrants. The stock was issued at $1.02 and generated approximately $102,000 in net proceeds. |
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In September 2013, we issued 1,448,798 shares of common stock as a result of certain warrant holders exercising their common stock purchase warrants. The stock was issued at $1.25 per share (800,000 shares) and $1.08 per share (648,798 shares) and generated approximately $1,700,000 in net proceeds. In conjunction with the exercise we issued an additional 72,440 shares of our common stock as a commission for exercise. We recognized an expense for the value of the additional common stock; such expense is classified as warrant modification expense. |
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In September 2013, we issued 244,000 shares of common stock as a result of certain warrant holders exercising their common stock purchase warrants. 240,000 shares of stock were issued at $2.13 while 4,000 shares of stock were issued at $1.56. The exercises generated approximately $477,000 net proceeds. |
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In September 2013, we issued 401,133 shares of our common stock as a result of certain warrant holders exercising the cashless exercise provision of their common stock purchase warrants with an average strike price of $0.90. Such exercises resulted in 248,867 warrants being forfeited and resulted in no net proceeds to the Company. |
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In September 2013, the Company completed a registered direct placement of 2,847,500 shares of common stock at a price of $1.60 per share. The Company received aggregate gross proceeds of $4,556,000; net proceeds were approximately $4,242,000. In connection with the offering, the Company issued 1,423,750 common stock purchase warrants to purchase 1,423,750 shares of our common stock; the warrant has an exercise price of $2.00 and is exercisable for five years. Additionally, we issued a common stock purchase warrant to the placement agent for the purchase of up to 170,850 shares of its common stock; the warrant has an exercise price of $2.00 per share and is exercisable for 19 months. The warrants are classified within equity. |
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