Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 |
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 stock options and warrants 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 at 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. Vesting of the restricted stock units is similar to that of stock options. As of September 30, 2014, we have approximately 44.4 million shares of common stock reserved for issuance upon the exercise of such awards. |
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Share-based compensation expense included in the statements of operations for the three and nine months ended September 30, 2014 and 2013 was as follows: |
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| | Three Months Ended September 30, | | | | | | | |
| | 2014 | | 2013 | | | | | | | |
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Research and development expenses | | $ | 245,000 | | $ | 241,934 | | | | | | | |
General and administrative expenses | | | 411,947 | | | 765,519 | | | | | | | |
Total | | $ | 656,947 | | $ | 1,007,453 | | | | | | | |
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| | Nine Months Ended September 30, | | | | | | | |
| | 2014 | | 2013 | | | | | | | |
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Research and development expenses | | $ | 723,558 | | $ | 690,199 | | | | | | | |
General and administrative expenses | | | 2,915,414 | | | 1,390,541 | | | | | | | |
Total | | $ | 3,638,972 | | $ | 2,080,740 | | | | | | | |
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Included in general and administrative expenses for the nine months ended September 30, 2014 is approximately $2 million related to the extension of the term of a common stock purchase warrant based on the holder achieving certain performance based milestones. |
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Stock Options A summary of stock option activity during the nine months ended September 30, 2014 is as follows: |
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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, 2014 | | | 18,577,207 | | $ | 1.79 | | | 5.8 | | $ | 24,000,710 | |
Granted | | | 863,393 | | $ | 3.26 | | | | | | | |
Exercised | | | -322,231 | | $ | 0.89 | | | | | $ | 1,310,344 | |
Forfeited | | | -282,789 | | $ | 1.2 | | | | | | | |
Outstanding at September 30, 2014 | | | 18,835,580 | | $ | 1.89 | | | 5.3 | | $ | 27,950,386 | |
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Exercisable at September 30, 2014 | | | 14,014,963 | | $ | 2.07 | | | 4.4 | | $ | 18,523,332 | |
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Vested and expected to vest | | | 18,835,580 | | $ | 1.89 | | | 5.3 | | $ | 27,950,386 | |
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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 | | | 7,000,000 | | $ | 0.8 | | | 5.8 | | $ | 17,360,000 | |
$1.01 - $2.00 | | | 4,171,817 | | $ | 1.19 | | | 6.9 | | | 8,714,368 | |
$2.01 - $3.00 | | | 2,067,037 | | $ | 2.48 | | | 4.7 | | | 1,646,933 | |
$3.01 - $5.00 | | | 5,596,726 | | $ | 3.54 | | | 3.8 | | | 229,085 | |
| | | 18,835,580 | | $ | 1.89 | | | 5.3 | | $ | 27,950,386 | |
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The Company uses the Black-Scholes option pricing model for “plain vanilla” options and other pricing models as appropriate to calculate the fair value of options. Significant assumptions used in these models include: |
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| | Nine Months Ended September 30, | | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | | |
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Annual dividend | | - | | - | | | | | | | | | |
Expected life (in years) | | 4.0 - 8.5 | | 3.0 - 6.0 | | | | | | | | | |
Risk free interest rate | | 1.12% - 2.50% | | 0.51% - 1.01% | | | | | | | | | |
Expected volatility | | 68.8% - 100.0% | | 65.1% - 75.2% | | | | | | | | | |
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The options granted in the nine months ended September 30, 2014 and 2013 had weighted average grant date fair values of $1.93 and $0.69, respectively. |
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Unrecognized compensation cost for unvested stock option awards outstanding at September 30, 2014 was approximately $4,708,000 to be recognized over approximately 2.2 years. |
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RSUs We have granted restricted stock units (RSUs) that entitle the holders to receive shares of our common stock upon vesting and subject to certain restrictions regarding the exercise of the RSUs and the holders’ ability to transfer the shares received upon exercise. The fair value of RSUs 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, 2014 is as follows: |
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| | Number of | | Weighted- | | | | | | | |
RSU's | Average | | | | | | |
| Grant Date | | | | | | |
| Fair Value | | | | | | |
| | | | | | | | | | | | | |
Outstanding at January 1, 2014 | | | 401,625 | | $ | 2.03 | | | | | | | |
Granted | | | 50,000 | | $ | 3.31 | | | | | | | |
Vested and converted to common shares | | | -568 | | $ | 1.19 | | | | | | | |
Forfeited | | | -3,782 | | $ | 1.19 | | | | | | | |
Outstanding at September 30, 2014 | | | 447,275 | | $ | 2.18 | | | | | | | |
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Exercisable at September 30, 2014 | | | 427,416 | | $ | 2.15 | | | | | | | |
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Unrecognized compensation cost for unvested RSUs outstanding at September 30, 2014 was approximately $45,000 to be recognized over approximately 0.5 years. |
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Stock Purchase Warrants We have issued common stock purchase warrants to certain stockholders and service providers. In addition, warrants were issued in conjunction with the March 2013 debt transaction. A summary of warrant activity for the nine months ended September 30, 2014 is as follows: |
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| | Number of | | Weighted- | | Weighted- | | Aggregate | |
Warrants | Average | Average | Intrinsic |
| Exercised | Remaining | Value |
| Price | Contractual Life | |
| | (in years) | |
| | | | | | | | | | | | | |
Outstanding at January 1, 2014 | | | 19,586,819 | | $ | 1.96 | | | 3.4 | | $ | 21,146,495 | |
Granted | | | 3,586,435 | | $ | 3.66 | | | 4.3 | | | | |
Exercised | | | -1,624,449 | | $ | 1.36 | | | | | | | |
Forfeited | | | -259,788 | | $ | 1.23 | | | | | | | |
Outstanding at September 30, 2014 | | | 21,289,017 | | $ | 2.3 | | | 4 | | $ | 23,900,186 | |
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Exercisable at September 30, 2014 | | | 21,176,517 | | $ | 2.28 | | | 4 | | $ | 23,900,186 | |
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The stock purchase warrants granted in the nine months ended September 30, 2014 and 2013 had a weighted average grant date fair value of $2.09 and $0.82, respectively. |
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In the quarter ended June 2014 we modified certain warrants held by our Chief Science Officer. Such modification extended the term of the warrants by an additional five years and resulted in an expense of approximately $3.1 million included in other expense in our statements of operations for the nine-month period ended September 30, 2014. |
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Common Stock |
In June 2014, the Company’s shareholders approved a 150,000,000 increase in the authorized shares of common stock bringing the total authorized shares of common stock to 300,000,000. |
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In January and February 2013, we issued 258,000 shares of common stock upon the exercise of outstanding warrants. The shares were issued at $1.25 per share and we received approximately $323,000 in net proceeds from the exercises. 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 exercise 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 upon the exercise of outstanding warrants. The shares were issued at $1.07 per share and we received approximately $433,000 in net proceeds from the exercises. 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 exercise 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 upon the exercise of outstanding warrants. The shares were issued at $1.25 per share and we received approximately $844,000 in net proceeds from the exercises. 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 exercise 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 upon the exercise of outstanding warrants. The shares were issued at $1.25 per share and we received approximately $474,000 in net proceeds from the exercises. 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 common stock upon the exercise of outstanding warrants. The shares were issued at $1.02 and we received approximately $306,000 in net proceeds from the exercises. |
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In July 2013, we issued 942,520 shares of our common stock upon the exercise of outstanding warrants. The shares were issued at $1.25 per share and we received approximately $1,178,000 in net proceeds from the exercises. 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 exercise 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 upon the exercise of outstanding warrants. The shares were issued at $1.02 and we received approximately $102,000 in net proceeds from the exercise. |
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In September 2013, we issued 1,448,798 shares of common stock upon the exercise of outstanding warrants. The shares were issued at $1.25 per share (800,000 shares) and $1.08 per share (648,798 shares) and we received approximately $1,700,000 in net proceeds from the exercises. 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 and December 2013, we issued 344,000 shares of common stock upon the exercise of outstanding warrants. Of these shares, 340,000 shares of stock were issued at $2.13 while 4,000 shares of stock were issued at $1.56. We received approximately $730,000 net proceeds from the exercises. |
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In September 2013, we issued 401,133 shares of our common stock as a result of the cashless exercise of 650,000 outstanding common stock purchase warrants with an average strike price of $0.90. The exercises resulted in 248,867 warrants being forfeited and we received no proceeds. |
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In September 2013, we completed a registered direct offering of 2,847,500 shares of common stock at a price of $1.60 per share. We received aggregate gross proceeds of $4,556,000 and net proceeds of approximately $4,242,000 from the offering. In connection with the offering, we issued common stock purchase warrants to purchase 1,423,750 shares of our common stock; the warrants have an exercise price of $2.00 and a term of five years. Additionally, we issued a common stock purchase warrant to the placement agent to purchase up to 170,850 shares; the warrant has an exercise price of $2.00 per share and term of 19 months. The warrants are classified within equity. |
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In November and December 2013, we issued 1,140,994 shares of common stock as a result of sales under our At the Market Offering Agreement. The shares were sold at an average price of $2.64 per share and generated approximately $2,895,000 in net proceeds. |
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In January, 2014, we closed a registered direct offering of 6,872,859 shares of common stock at a price of $2.91 per share. We received aggregate gross proceeds of $20 million and net proceeds of approximately $18,630,000 from the offering. In connection with the offering, we also issued 3,436,435 common stock purchase warrants; the warrants have an exercise price of $3.64, a term of five years and are classified within equity. This offering was made pursuant to our $50 million shelf registration statement declared effective by the SEC on September 13, 2013 (Registration No. 333-190936). Additionally, as a result of this transaction an advisor to the Company met certain capital raising milestones and consequently, the term of their common stock purchase warrant was extended to 5 years. |
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During the nine months ended September 30, 2014, we issued 249,163 shares of common stock as a result of sales under our At the Market Offering Agreement. The shares were sold at an average price of $3.55 per share and we received approximately $838,000 in net proceeds. |
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During the nine months ended September 30, 2014, we issued a total of 1,234,428 shares of our common stock upon the exercise of outstanding common stock purchase warrants and stock options. The warrants and options were exercised at an average exercise price of $1.44. We received approximately $1,758,000 of net proceeds from the exercises. |
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During the nine months ended September 30, 2014, we issued a total of 712,252 shares of our common stock upon the cashless and partial-cashless exercise of 1,193,891 outstanding common stock purchase warrants and stock options. The warrants and options were exercised at an average price of $1.03. We received approximately $20,000 of net proceeds from the exercises. |
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In September 2014, we issued 568 shares of common stock upon conversion of certain outstanding RSU’s. We received no proceeds from this transaction. |
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In September 2014, we issued 200,371 shares of common stock upon the conversion by the lender of approximately $249,000 of principal payments due under our March 2013 long-term debt in accordance with the terms of the loan and security agreement. We received no such proceeds from this conversion. |
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