Stockholders' Equity | NOTE 4 Stockholders Equity Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, par value $0.001 per share with such rights, preferences and limitation as may be set from time to time by resolution of the board of directors and the filing of a certificate of designation as required by Delaware General Corporation Law. Common Stock In July 2015, the Company issued 101,352 shares of common stock valued at $75,000 based upon the closing price of the Companys common stock on the date of grant, to its president and principal shareholder in payment of accrued interest of $75,000 on a $1 million convertible note. (See Note 3) In July 2015, the Company issued 12,659 shares of common stock in exchange for $10,000 in a private placement with an accredited investor. In August 2015, the Company issued 2,014 shares of common stock valued at $1,208 based upon the average closing price of the Companys common stock during the period of service, to a consultant in exchange for services in the amount of $1,208. On August 12, 2015, GelTech signed a $10 million Purchase Agreement with Lincoln Park. The Company also entered into a Registration Rights Agreement with Lincoln Park whereby we agreed to file a registration statement related to the transaction with the SEC covering the shares that may be issued to Lincoln Park under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, GelTech has the right to sell, and Lincoln Park is obligated to purchase, up to $10 million in shares of the Companys common stock, subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC. The Company filed the registration statement with the SEC on October 5, 2015 and it was declared effective by the SEC on October 16, 2015. In consideration for entering into the $10 million Purchase Agreement, in August 2015 the Company issued 291,097 shares of common stock to Lincoln Park as a commitment fee. The shares were valued at $189,213, based upon the closing price of the common stock on the day preceding the execution of the agreement and were recorded as a reduction of the offering proceeds. During the six months ended December 31, 2015, the Company issued 457,797 shares of common stock, including 7,797 commitment shares, to Lincoln Park in exchange for $199,120. In August 2015, the Company issued 200,000 shares of common stock in connection with a settlement with a former executive chairman and director of the Company. The shares were valued at $0.68 per share, the closing price of the Companys common stock on the date of the settlement. The value of the shares issued was recorded as a reduction of the settlement accrual. During the three months ended December 31, 2015, the Company issued 277,778 shares of common stock in exchange for $100,000 in connection with a private placement with an accredited investor. In October 2015, the Company issued 4,063 shares of common stock valued at $2,745 based upon the average closing price of the Companys common stock during the period of service, to a consultant in exchange for services in the amount of $2,745. During the six months ended December 31, 2015, the Company issued 12,235 shares of common stock valued at between $0.35 and $0.60 per share in exchange for investor relations services valued at $6,000. Stock-Based Compensation Stock-based compensation expense recognized under ASC 718-10 for the period July 1, 2015 to December 31, 2015, was $595,100 for stock options granted to employees and directors. This expense is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. At December 31, 2015 the total compensation cost for stock options not yet recognized was approximately $323,977. This cost will be recognized over the remaining vesting term of the options of approximately two years. Stock-based awards granted to non-employees are valued at fair value in accordance with the measurement and recognition criteria of ASC 505-50 "Equity Based payments to Non-Employees. Stock based compensation to non-employees recognized for the six months ended December 31, 2015 was $173,059. Options to Purchase Common Stock Employee Options and Stock Appreciation Rights In September 2015, the Company granted a new employee five year options to purchase 5,000 shares of common stock at an exercise price of $0.64 per share. The options vest one year from the date of the grant. The Company valued the options at $1,913 using the Black-Scholes option pricing model using a volatility of 95.65%, based upon the historical price of the Companys common stock, an estimated term of 3.0 years, using the Simplified Method and a discount rate of 0.88%. In December 2015, the Company extended the expiration date on two grants of options for an additional five years, Each of the grants allowed the purchase of 750,000 shares of common stock, were issued to our CEO and our former CEOs wife, and are exercisable at $1.22 per share. The options were valued using the Black-Scholes model using a volatility of 98.68%, derived using the historical market price for the Companys common stock, an expected term of 2.5 years (using the simplified method) and a discount rate of 1.10%. The value of these options, $271,118, was recognized as expense during the six months ended December 31, 2015. In December 2015, the Company issued five year options to purchase 300,000 shares of common stock at an exercise price of $0.34 per share to employees. The options vest 25% immediately with 25% vesting annually over three years from the date of the grant, subject to continued employment. The options were valued using the Black-Scholes model using a volatility of 99.26%, derived using the historical market price for the Companys common stock, an expected term of 4.0 years (using the simplified method) and a discount rate of 1.53%. The value of these options, $70,258, will be recognized as expense over the three year vesting period. Options Issued to Directors As prescribed by the Company's 2007 Equity Incentive Plan, on July 1, 2015, the Company issued options to purchase 580,000 shares of common stock to directors. The options have an exercise price of $0.80 per share, vest on June 30, 2016¸ subject to continuing service as a director and bear a ten year term. The options were valued using the Black-Scholes model using a volatility of 98.15%, derived using the historical market price for the Companys common stock, an expected term of 5.5 years (using the simplified method) and a discount rate of 1.74%. The value of these options, $353,553, will be recognized as expense over the one year vesting period. Non-Employee, Non-Director Options During the six months ended December 31, 2015, there were no options granted to non-employees or non-directors. Warrants to Purchase Common Stock Warrants Issued as Settlements During the six months ended December 31, 2015, there were no warrants granted for settlements. Warrants Issued for Cash or Services In connection with executing the Stock Purchase Agreement with Lincoln Park, in August 2015, the Company extended the expiration date of warrants to purchase 200,000 shares of common stock at an exercise price of $1.25 per share from September 1, 2015 to August 11, 2020. The difference in the value of the warrants resulting from the change in the term, $86,448, was recorded as a reduction of the proceeds of the offering. During the six months ended December 31, 2015, the Company issued two year warrants to purchase 1,531,057 shares of common stock at an exercise price of $2.00 per shares in connection with advances of $1,890,000 from its president and principal shareholder related to the convertible line of credit agreement. During the six months ended December 31, 2015, the Company issued five year fully vested warrants to purchase 310,000 shares of common stock at exercise prices between $0.34 and $0.58 per share to four consultants. The warrants were valued using the Black-Scholes model using a volatility from 99.26% to 99.31%, derived using the historical market price for the Companys common stock, an expected term of 5 years (the term of the warrants) and a discount rate of 1.74%. The value of these options, $113,617 was recognized as non-cash compensation expense during the six months ended December 31, 2015. |