4. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
STOCKHOLDERS' DEFICIT | ' |
Stockholders' Equity | ' |
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Common Stock |
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During the nine months ended September 30, 2013, a portion of 9% senior convertible notes in the aggregate principal amount of $899,000 were converted at a conversion price of $0.35 per share resulting in the issuance of an aggregate 2,568,572 shares of the Company’s common stock. |
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During the nine months ended September 30, 2013, the Series A non-voting convertible preferred stock was converted into 761,429 shares of the Company’s common stock. |
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During the nine months ended September 30, 2013, warrants to purchase 150,000 shares of the Company’s common stock were exercised resulting in gross proceeds of $60,000 to the Company. |
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During the nine months ended September 30, 2013, warrants to purchase 827,913 shares of the Company’s common stock were exercised on a cashless basis resulting in the issuance of 494,808 shares of common stock. |
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During the quarter ended September 30, 2013, a portion of 8% senior convertible notes in the aggregate principal amount of $451,250 were converted into common shares and interest in the aggregate amount of $28,855 was paid in common shares resulting in the issuance of an aggregate 576,005 shares of the Company’s common stock. |
Preferred Stock |
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On July 30, 2013, the Company sold 454,546 shares of its Series B Non-Voting Convertible preferred stock and a warrant to purchase up to 227,273 shares of the Company’s common stock, for gross proceeds of $500,000. The Series B shares and the warrant were sold together at a price of $1.10 per share for each share of Series B stock. Each share of Series B Stock is convertible into one share of the Company’s common stock at any time at the holder’s option. However, the holder will be prohibited from converting Series B Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 3.99% of the total number of shares of the Company’s common stock then issued and outstanding. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Series B Stock will receive a payment equal to $0.001 per share of Series B Stock before any proceeds are distributed to the holders of common stock. Shares of the Series B Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors, and will rank: |
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| | senior to all common stock; | | | | | | | | | | | | | | |
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| | senior to any class or series of capital stock hereafter created specifically by its terms junior to the Series B Stock; | | | | | | | | | | | | | | |
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| | on parity with our Series B Preferred Stock and any class or series of capital stock hereafter created specifically ranking by its terms on parity with the Series B Stock; and | | | | | | | | | | | | | | |
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| | junior to any class or series of capital stock hereafter created specifically ranking by its terms senior to the Series B Stock; | | | | | | | | | | | | | | |
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in each case, as to distributions of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily. |
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The warrant is exercisable immediately upon issuance and has an exercise price of $1.50 per share and a term of five years. However, the holder will be prohibited from exercising the warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 3.99% of the total number of shares of the Company’s common stock then issued and outstanding. |
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Because the Series B non-voting preferred stock is immediately convertible at the option of the holder, we recorded a deemed dividend of $53,246 from the beneficial conversion feature associated with the issuance of the Series B non-voting convertible preferred stock and the warrant during the quarter ended September 30, 2013. |
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On February 19, 2013, the Company sold 761,429 shares of its Series A Non-Voting Convertible preferred stock and a warrant to purchase up to 400,000 shares of the Company’s common stock for gross proceeds of $533,000. The Series A shares and the warrant were sold together at a price of $0.70 per share for each share of Series A stock. Each share of Series A Stock was convertible into one share of the Company’s common stock at any time at the holder’s option. However, the holder would be prohibited from converting Series A Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 3.99% of the total number of shares of the Company’s common stock then issued and outstanding. |
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The warrant is exercisable immediately upon issuance and has an exercise price of $1.50 per share and a term of five years. However, the holder will be prohibited from exercising the warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 3.99% of the total number of shares of the Company’s common stock then issued and outstanding. |
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During the nine months ended September 30, 2013, all of the Series A non-voting convertible preferred stock was converted into 761,429 shares of common stock. |
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During the nine months ended September 30, 2013, because the Series A non-voting preferred stock was immediately convertible at the option of the holder, we recorded a deemed dividend of $309,944 from the beneficial conversion feature associated with the issuance of the Series A non-voting convertible preferred stock and the warrant. |
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Stock Options |
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On March 20, 2013, the Company’s board of directors approved the 2013 Stock Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the issuance of equity grants in the form of options, restricted stock, stock awards and other forms of equity compensation. Awards may be made to directors, officers, employees and consultants under the 2013 Plan. An aggregate of 5,000,000 shares of the Company’s common stock is reserved for issuance under the 2013 Plan. The 2013 Plan was approved by the stockholders on July 30, 2013. |
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During the nine months ended September 30, 2013, the Company granted to its officers and directors ten-year non-qualified stock options under the 2013 Plan, covering an aggregate of 1,020,000 shares of the Company’s common stock with an exercise price of $0.90 per share. The 310,000 options granted to four directors vest quarterly over two years. The remaining 710,000 options vest upon specified milestones. The Company recorded the pro rata expense for these options during the nine months ended September 30, 2013. |
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During the nine months ended September 30, 2013, the Company granted to various non-officer consultants ten-year non-statutory stock options under the 2013 Plan, covering an aggregate of 380,000 shares of the Company’s common stock with an exercise price of $0.90 per share. Of these options, 260,000 vest upon specified performance milestones, and 120,000 options vest in three years. During the nine months ended September 30, 2013, 172,000 of these performance options were achieved and therefore the Company recorded the value of the options on the date the performance was achieved. Additionally, the Company recorded the pro rata expense for the 120,000 options during the nine months ended September 30, 2013. No expense was recognized for the options subject to performance milestones that were not achieved as of September 30, 2013. |
In March 2013, the Company’s board of directors amended the vesting schedule of the options granted on December 5, 2012. Given the anticipated final approval for the CE Mark certification for Neutrolin® during the second quarter of 2013, 50% of such options were amended to vest on the date of issuance of the CE Mark certification for Neutrolin® in Europe, if the CE Mark approval was obtained on or before June 30, 2013 (as opposed to March 31, 2013 as previously provided by our Board). In June 2013, these options were further modified such that vesting would occur if the CE Mark was issued on or before July 14, 2013 (as opposed to June 30, 2013). During the quarter ended June 30, 2013, the Company reversed the expense recorded related to the previous value of the options and recorded the pro rata expense related to the modified value of these options. The expense was amortized through July 5, 2013, the date the CE Mark certification was received. |
In August 2013, the Company’s board of directors accelerated the vesting of an aggregate of 70,000 unvested options granted to the Company’s former Chief Financial Officer at the time of his departure from the Company. Additionally, the exercise period of his total outstanding options was extended to two years from three months. These modifications resulted in an aggregate expense of $51,079 to the Company. |
During the nine months ended September 30, 2013, an aggregate of 237,333 unvested stock options granted to its former Chief Medical Officer under the Amended and Restated 2006 Stock Incentive Plan (the “2006 Plan”) were forfeited as a result of his departure from the Company. The Company reversed the recorded expense related to the forfeited stock options during the nine months ended September 30, 2013. |
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During the nine months ended September 30, 2013 and 2012 and the period from July 28, 2006 (inception) to September 30, 2013, total compensation expense for stock options issued to employees, directors, officers and consultants was $753,476, $183,177 and $3,352,714, respectively. |
The Company records compensation expense associated with stock options and other forms of equity compensation using the Black-Scholes option-pricing model and the following assumptions: |
| | | Nine Months Ended | | | | Nine Months Ended | | | | | | | | | |
30-Sep-13 | 30-Sep-12 | | | | | | | | |
Expected Term | | | 2 - 10 years | | | | 5 years | | | | | | | | | |
Volatility | | | 86% - 131% | | | | 98% - 115% | | | | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | | | | |
Risk-free interest rate | | | 0.34% - 2.78% | | | | 0.27% - 2.11% | | | | | | | | | |
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The Company estimated the expected term of the stock options granted based on anticipated exercises in future periods. The expected term of the stock options granted to consultants is based upon the contractual terms established within agreements with the Company. Given the Company’s short period of publicly-traded stock history, management’s estimate of expected volatility is based on the average volatilities of a sampling of five companies with similar attributes to the Company, including: industry, stage of life cycle, size and financial leverage. The Company will continue to analyze the expected stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The expected dividend yield of 0.0% reflects the Company’s current and expected future policy for dividends on the Company’s common stock. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company has experienced forfeitures of stock options issued to its former officers, board member and employees. Consistent with its historical forfeiture experience, the Company has applied a forfeiture rate of 39% and 55% to calculate stock option expense for the nine month periods ended September 30, 2013 and 2012, respectively. The Company will continue to evaluate the estimated forfeiture rate derived from previous forfeitures of officers, directors and employees and may adjust the forfeiture rate based upon actual forfeitures that may occur in the future. |
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A summary of the Company’s stock option activity and related information is as follows: |
| | Nine Months Ended | | Nine Months Ended |
30-Sep-13 | 30-Sep-12 |
| | Shares | | Weighted | | Shares | | Weighted |
Average | Average |
Exercise | Exercise |
Price | Price |
Outstanding at beginning of period | | | 2,135,630 | | | $ | 1.26 | | | | 1,236,342 | | | $ | 2.47 | |
Forfeited | | | (237,333 | ) | | $ | 1.61 | | | | (263,050 | ) | | $ | 1.71 | |
Expired/Canceled | | | (118,667 | ) | | $ | 1.61 | | | | (217,662 | ) | | $ | 3.13 | |
Granted | | | 1,400,000 | | | $ | 0.9 | | | | 380,000 | | | $ | 0.38 | |
Outstanding at end of period | | | 3,179,630 | | | $ | 1.06 | | | | 1,135,630 | | | $ | 1.82 | |
Expected to vest | | | 965,325 | | | $ | 0.81 | | | | 875,958 | | | $ | 1.82 | |
Options exercisable | | | 1,597,130 | | | $ | 1.31 | | | | 286,400 | | | $ | 2.41 | |
Weighted-average fair value of options granted during the period | | | | | | $ | 0.77 | | | | | | | $ | 0.32 | |
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At September 30, 2013, the weighted average remaining contractual life of stock options outstanding and expected to vest is 7.5 years and the weighted average remaining contractual life of stock options exercisable is 6 years. The aggregate outstanding stock options intrinsic value of $484,950 is calculated as the difference between the exercise prices of all underlying outstanding stock options and the quoted closing price of the common stock of the Company as of September 30, 2013 for those outstanding options that have an exercise price below the quoted closing price. |
As of September 30, 2013, the total compensation expense related to non-vested options not yet recognized totaled $854,570. The weighted-average vesting period over which the total compensation expense related to non-vested options not yet recognized at September 30, 2013 was approximately 0.64 years. |
Warrants |
In February 2013, the Company repurchased outstanding warrants to purchase an aggregate of 220,000 shares of the Company’s common stock at a purchase price of $0.15 per share underlying the warrant. The warrants were issued in the Company’s initial public offering and had an exercise price of $3.4375. The repurchased warrants were cancelled. |
The following table is the summary of warrants outstanding at September 30, 2013: |
| | Number of Warrants | | Exercise Price | | Expiration Date | | | | | | |
Issued to co-placement agents in connection with | | | 18,250 | | | $ | 7.84 | | | | | | | | | |
previous convertible note financings | 10/29/14 | | | | | | |
Issued in connection with 2009 private placement | | | 503,034 | | | | 3.4375 | | | 10/29/14 | | | | | | |
Issued in connection with IPO | | | 4,043,569 | | | | 3.4375 | | | 3/24/15 | | | | | | |
Issued to IPO underwriters that, if exercised, would result | | | 4,812 | | | | 3.9 | | | | | | | | | |
in the issuance of an additional 4,812 shares of | | | | | | | |
common stock and warrants to purchase an additional | | | | | | | |
2,406 shares of common stock | 3/24/15 | | | | | | |
Issued in connection with September 20, 2012 private | | | 2,125,000 | | | | 0.4 | | | | | | | | | |
placement of convertible notes | 9/20/17 | | | | | | |
Issued to placement agent in connection with September | | | 15,420 | | | | 0.4 | | | | | | | | | |
20, 2012 private placement of convertible notes | 9/20/17 | | | | | | |
Issued in connection with November 13, 2012 private | | | 437,500 | | | | 0.4 | | | | | | | | | |
placement of convertible notes | 11/13/17 | | | | | | |
Issued to placement agent in connection with November | | | 85,167 | | | | 0.4 | | | | | | | | | |
13, 2012 private placement of convertible notes | 11/13/17 | | | | | | |
Issued in connection with February 2013 private | | | 400,000 | | | | 1.5 | | | | | | | | | |
placement | 2/19/18 | | | | | | |
Issued in connection with license agreement amendment | | | 125,000 | | | | 1.5 | | | 4/11/18 | | | | | | |
Issued in connection with July 2013 private | | | 227,273 | | | | 1.5 | | | | | | | | | |
placement | 7/30/18 | | | | | | |
Issued in connection with May 2013 private | | | 1,000,000 | | | | 1.1 | | | | | | | | | |
placement of convertible notes | 5/30/19 | | | | | | |
Total warrants outstanding at September 30, 2013 | | | 8,985,025 | | | | | | | | | | | | | |
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