7. Stockholders' Equity (Deficiency) | 12 Months Ended |
Dec. 31, 2012 |
STOCKHOLDERS' EQUITY (DEFICIENCY) | ' |
Stockholders' Equity (Deficiency) | ' |
Common Stock: |
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During July 2006, the Company issued 510,503 shares of Common Stock to its founders for proceeds of $4,000 or $0.008 per share. |
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In accordance with the Shiva Contribution Agreement (see Note 9), during August 2006, the Company issued 800,000 shares of Series B Common Stock, 50,000 shares of Series C Common Stock, 50,000 shares of Series D Common Stock, 50,000 shares of Series E Common Stock and 50,000 shares of Series F Common Stock to Shiva Biomedical, LLC at $0.008 per share. These shares of Series B-F Common Stock were subsequently surrendered by Shiva in exchange for Common Stock in October 2009, as described below, and were eliminated from the Company’s certificate of incorporation pursuant to an amendment effected in connection with such exchange. During 2006, the Company recorded $1,000 in deferred stock issuances for these shares of Series B-F Common Stock which were issued but were held in escrow until achievement of certain future clinical milestones (see Note 9). |
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During November 2006, the Company issued 53,743 shares of Common Stock to an employee in connection with an employment agreement for proceeds of $421 or $0.008 per share which vested equally over a three year period. In connection with this stock issuance, the Company recorded compensation expense at $1.72 per share for a total of $92,649. During January and March 2007, the Company issued 27,056 shares of Common Stock to employees in connection with employment agreements for proceeds of $212 or $0.008 per share which vested equally over a three year period. In connection with this stock issuance, the Company recorded compensation expense at $1.72 per share for a total $46,641. During March 2007, the Company issued 193,936 shares of Non-Voting Subordinated Class A Common Stock to technology finders for proceeds of $194 or $0.008 per share which vested equally over a three year period. In connection with this stock issuance, the Company recorded compensation expense at $1.72 per share for a total of $42,666. In accordance with the NDP License Agreement (see Note 9), during January 2008, the Company issued 39,980 shares of Common Stock to ND Partners LLC at $8.23 per share. During 2008, the Company recorded $328,948 in research and development expense in connection with this issuance. In addition, under the NDP License Agreement, the Company issued an additional 15,992 shares of Common Stock which are being held in escrow pending the achievement of certain regulatory and sales-based milestones. During 2008, the Company recorded $125 in deferred stock issuances for this common stock which was issued but is being held in escrow (see Note 9). |
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During May 2008, the Company issued 939 shares of Common Stock to a consultant in lieu of payment for consulting services at $8.23 per share. During 2008, the Company recorded $7,721 in research and development expense in connection with this issuance. |
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During July 2009, the Company issued 639 shares of Common Stock to a consultant as partial payment for consulting services at $32.05 per share. During 2009, the Company recorded $20,450 in research and development expense in connection with this issuance. |
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Pursuant to an amendment to the Shiva Contribution Agreement, dated as of October 6, 2009, and a corresponding common stock exchange and stockholder agreement of the same date (the “Exchange Agreement”), during October 2009, the Company issued 98,739 shares of Common Stock to Shiva Biomedical, LLC at $32.05 per share in exchange for the surrender by Shiva of all rights to the Series B-F Common Stock. During 2009, the Company recorded $3,164,502 in research and development expense in connection with the issuance (See Note 9). |
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During October 2009, the Company issued 28,156 shares of Common Stock to ND Partners LLC at $32.05 per share in accordance with the NDP License Agreement as a result of anti-dilution adjustments in connection with the issuance of shares to Shiva Biomedical, LLC under the Exchange Agreement. During 2009, the Company recorded $902,344 in connection with the issuance (See Note 9). |
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During October 2009, the Company issued 11,263 shares of Common Stock into escrow for the benefit of ND Partners LLC at $32.05 per share in accordance with the NDP License Agreement as a result of anti-dilution adjustments in connection with the issuance of shares to Shiva Biomedical, LLC under the Exchange Agreement (See Note 9). |
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During February 2010, the Company issued 4,059 shares of Common Stock to a consultant as payment for consulting services at $32.05 per share. During 2010, the Company recorded $130,091 in general and administrative expense in connection with this issuance. |
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During February 2010, the Company issued 24,750 shares of Common Stock to technology finders as a result of the conversion of Non-Voting Subordinated Class A Common Stock to Common Stock. |
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During March 2010, the Company issued a total of 5,914,431 shares of Common Stock to the holders of its convertible notes as a result of the conversion of such notes into Common Stock in conjunction with the IPO. |
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During March 2010, the Company issued a total of 828,024 shares of Common Stock to Shiva Biomedical, LLC and ND Partners LLC at $3.125 per share, as a result of anti-dilution adjustments pursuant to their respective agreements, of which 145,543 shares are being held in escrow for ND Partners LLC pending the achievement of certain regulatory and sales-based milestones. The anti-dilution provisions under these agreements were terminated upon the completion of the Company’s IPO in March 2010 (See Note 9). |
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During March 2010, the Company issued 3,850,000 shares of Common Stock in connection with the Company’s IPO at a per share price of $3.125. |
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Common Stock Options: |
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In 2006, the Company established a stock incentive plan (the “Plan”) under which restricted stock, stock options and other awards based on the Company’s common stock could be granted to the Company’s employees, directors, consultants, advisors and other independent contractors. On January 28, 2010, the Company amended and restated the Plan to, among other things, increase the shares of common stock issuable under the Plan from 925,000 to 2,300,000. Options issuable under the Plan have a maximum term of ten years, vest over a period to be determined by the Company’s Board of Directors (the “Board”), and have an exercise price at or above the fair market value on the date of grant. At December 31, 2012, there were 164,370 stock options available for issuance under the Plan. |
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During the year ended December 31, 2012, the Company granted the following stock options to purchase shares of common stock under the Plan: |
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● An aggregate of 765,000 ten-year stock options was granted to various directors and officers of the Company with an exercise price of $0.68 per share based on the closing price of the Company’s common stock on the date of grant. These options will vest as to 50% on the date of the issuance of the CE Mark approval in Europe for the Company’s Neutrolin® product candidate, if the CE Mark approval is obtained on or before March 31, 2013, and 50% will vest on December 31, 2013. The Company believes that it is not probable that the objective will be achieved by the end of March 2013. Subsequently, in March 2013, the vesting of the 50% performance options was amended to vest on the date of issuance of the CE Mark if issued on or before June 30, 2013 as opposed to March 31, 2013. At December 31, 2012, the Company did not record any expense related to the 50% performance options and is expensing the vesting of the remaining 50% options through December 31, 2013. The Company expects that by June 30, 2013, it is probable that such objective will be achieved and will record the expense from January 1, 2013 through June 30, 2013. There will be accounting implications during the first quarter of 2013 as a result of this modification. |
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● 25,000 ten-year stock options were granted to a consultant of the Company with an exercise price of $0.68 per share based on the closing price of the Company’s common stock on the date of grant. These options will vest as to 50% on the date of the issuance of the CE Mark approval in Europe for the Company’s Neutrolin® product candidate, if the CE Mark approval is obtained on or before March 31, 2013, and 50% will vest on December 31, 2013. The Company believes that it is not probable that the objective will be achieved by the end of March 2013. Subsequently, in March 2013, the vesting schedule of the 50% performance options was amended to vest on the date of issuance of the CE Mark if issued on or before June 30, 2013 as opposed to March 31, 2013. Since such objective was not achieved as of December 31, 2012, no expense related to the 50% performance options was recorded at December 31, 2012. The Company is expensing the vesting of the remaining 50% options through December 31, 2013. |
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● 200,000 five-year stock options were granted to a consultant of the Company with an exercise price of $0.44 per share based on the closing price of the Company’s common stock on the date of grant. 50,000 of these options vested immediately at the date of grant and the remainder to vest upon completion of certain operational and strategic milestones, including, but not limited to, receipt of CE Mark approval for CRMD003, Neutrolin®. For the year ended December 31, 2012, the Company recorded the expense related to the 50,000 stock options that vested immediately. For the remaining 150,000 stock options, no expense was recorded for the year ended December 31, 2012 since such milestones were not achieved at December 31, 2012. |
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● 10,000 five-year stock options were awarded to a consultant of the Company with an exercise price $0.24 per share based on the closing price of the Company’s common stock on the date of grant. Vesting is contingent upon the receipt of the Company’s Neutrolin® CE Mark. Since such objective was not achieved as of December 31, 2012, no expense related to this grant was recorded by the Company for the year ended December 31, 2012. |
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● 50,000 ten-year stock options were awarded to a consultant of the Company with an exercise price of $0.29 per share based on the closing price of the Company’s common stock on the date of grant. Vesting is contingent upon the receipt of the Company’s Neutrolin® CE Mark. This consultant met the classification of an employee but the Company expects that it is not probable that such objective will be achieved by March 2013. Subsequently, in March 2013, the Company amended the timeline of the CE Mark that it will be issued on or before June 30, 2013 as opposed to March 31, 2013. The Company expects that it is probable that such objective will be achieved by June 30, 2013. Therefore, the Company did not expense the vesting of these options at December 31, 2012 and will record the expense from January 1, 2013 through June 30, 2013. |
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● 180,000 stock options were granted to the Company’s former Chief Operating Officer/Chief Financial Officer (“COO/CFO”) with an exercise price of $0.49 per share. As a result of the Company’s COO/CFO’s resignation in April 2012, all of the options mentioned above except for the 45,000 vested options were forfeited. The vested 45,000 stock options were amended to extend the exercise period up to and through May 31, 2014. The Company re-measured and recorded as an expense the value of the 45,000 stock options and reversed the recorded expense of the forfeited stock options. |
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During the year ended December 31, 2011, the Company granted options to purchase 886,000 shares of common stock under the Plan to various employees, officers, directors and a consultant ranging from $1.10 to $2.10 per share exercise price. Each option granted to employees during the year ended December 31, 2011 has a ten-year term and vests equally over a three-year period. |
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The Company recorded $274,358, $692,403 and $2,599,238 of stock-based compensation expense during the years ended December 31, 2012 and 2011 and the period from July 28, 2006 (inception) to December 31, 2012, respectively, in accordance with ASC 718 and ASC 505 for stock options issued to employees and non-employees, respectively. |
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A summary of the Company’s stock options activity under the Plan and related information is as follows: |
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| | Year Ended | | | Year Ended | |
31-Dec-12 | 31-Dec-11 |
| | Shares | | | Weighted | | | Shares | | | Weighted | |
Average | Average |
Exercise | Exercise |
Price | Price |
Outstanding at beginning of year | | | 1,236,342 | | | $ | 2.47 | | | | 1,662,827 | | | $ | 3.15 | |
Granted | | | 1,380,000 | | | $ | 0.56 | | | | 886,000 | | | $ | 1.67 | |
Cancelled | | | (217,662 | ) | | $ | 3.13 | | | | - | | | $ | - | |
Forfeited | | | (263,050 | ) | | $ | 1.72 | | | | (1,312,485 | ) | | $ | 2.79 | |
Outstanding at end of year | | | 2,135,630 | | | $ | 1.26 | | | | 1,236,342 | | | $ | 2.47 | |
Outstanding at end of year expected to vest | | | 961,034 | | | $ | 1.26 | | | | 1,236,342 | | | $ | 2.47 | |
Options exercisable | | | 758,297 | | | $ | 2.16 | | | | 476,014 | | | $ | 3.02 | |
Weighted-average fair value of options granted during the year | | | | | | $ | 0.46 | | | | | | | $ | 1.33 | |
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The weighted average remaining contractual life of stock options outstanding at December 31, 2012 is 7.4 years. The aggregate intrinsic value is calculated as the difference between the exercise prices of the underlying options and the quoted closing price of the common stock of the Company as of December 31, 2012 for those options that have an exercise price below the quoted closing price. As of December 31, 2012, the aggregate intrinsic value of all stock options outstanding is $201,950. |
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The Company has experienced forfeitures of stock options issued to its former officers, board members and employees. As a result of such forfeitures during 2011 and 2012, the Company has established a forfeiture rate of 55% for stock option expense for the year ended December 31, 2012. The Company will continue to evaluate the estimated forfeiture rate derived from previous forfeitures of employees, officers and directors and may adjust such forfeiture rate accordingly. As of December 31, 2012, the total compensation expense related to non-vested options not yet recognized totaled $702,880. The weighted-average vesting period over which the total compensation expense related to non-vested options not yet recognized at December 31, 2012 was approximately 0.6 years. |
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Warrants |
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The following table is the summary of warrants outstanding at December 31, 2012: |
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| | Number of | | | Exercise | | Expiration | | | | | | | |
Warrants | Price | Date | | | | | | | |
Issued to various consultants | | | 17,869 | | | $ | 10.66 | | 1/30/13 | | | | | | | |
Issued to co-placement agents in connection with previous | | | 18,250 | | | | 7.84 | | | | | | | | | |
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 | | | 4,263,569 | | | | 3.4375 | | 3/24/15 | | | | | | | |
Issued to IPO underwriters that, if exercised, would result in the | | | 4,812 | | | | 3.9 | | | | | | | | | |
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 placement | | | 2,125,000 | | | | 0.4 | | | | | | | | | |
of convertible notes | 9/20/17 | | | | | | | |
Issued to placement agent in connection with September 20, | | | 212,500 | | | | 0.4 | | | | | | | | | |
2012 private placement of convertible notes | 9/20/17 | | | | | | | |
Issued in connection with November 13, 2012 private placement | | | 1,185,000 | | | | 0.4 | | | | | | | | | |
of convertible notes | 11/13/17 | | | | | | | |
Issued to placement agent in connection with November 13, | | | 118,500 | | | | 0.4 | | | | | | | | | |
2012 private placement of convertible notes | 11/13/17 | | | | | | | |
Total warrants outstanding at December 31, 2012 | | | 8,448,534 | | | | | | | | | | | | | |