3. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 |
STOCKHOLDERS' DEFICIT | ' |
Stockholders' Equity | ' |
Common Stock and Warrants |
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In March 2014, the Company sold an aggregate of 2,960,000 units in a registered direct offering at a purchase price of $2.50 per unit. Each unit consisted of one share of the Company’s common stock and 0.35 of a warrant, each to purchase one share of the Company’s common stock. Upon issuance, the warrants had an exercise price of $3.10 per share, are exercisable commencing six months from the date of issuance, and have a term of five years from the date of exercisability. A holder is prohibited from exercising a warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 3.99% or 4.99%, at the holder’s election, of the total number of shares of the Company’s common stock then issued and outstanding. The Company received net proceeds of $6,723,248. Under certain circumstances, the warrants may be settled in cash and were therefore classified as derivative liabilities. The Company used the Black Scholes option pricing model to value the warrants, of which $1,728,450 was the ascribed value calculated at the issuance date. These warrants were revalued at each balance sheet date and the resulting changes were recorded in other income (expense) in the statement of operations. On September 15, 2014, the exercise price of these warrants was decreased to $2.50 in exchange for the removal of the cash settlement provisions of the warrant. The Company revalued the warrants on September 15, 2014 immediately prior to the modification which resulted in a change in fair value recorded in other income (expense) in the statement of operations, and immediately subsequent to the modification which resulted in a loss on modification of equity instruments and extinguishment of derivative liabilities recorded in other income (expense) in the statement of operations. Refer to Note 4 for further details of this transaction. During 2014, the Company used the following assumptions in calculating the Black Scholes values of these warrants: |
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| | At Issuance Date | | | 15-Sep-14 | | | | | |
Expected term (years) | | | 5.5 | | | | 5 | | | | | |
Volatility | | | 75 | % | | | 75 | % | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | |
Risk-free interest rate | | | 1.63 | % | | | 1.8 | % | | | | |
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During the nine months ended September 30, 2014, stock options to purchase 425,000 shares of the Company’s common stock were exercised resulting in gross proceeds of $309,450 to the Company. |
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During the nine months ended September 30, 2014, an aggregate of 140,000 shares of the Series C-1 non-voting preferred stock were converted into 1,400,000 shares of the Company’s common stock. |
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During the nine months ended September 30, 2014, 16,000 shares of the Series C-3 non-voting preferred stock were converted into 160,000 shares of the Company’s common stock. |
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During the nine months ended September 30, 2014, warrants to purchase 887,292 shares of the Company’s common stock were exercised on a cashless basis resulting in the issuance of 751,689 shares of the Company’s common stock. |
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During the nine months ended September 30, 2014, wages in the amount of $42,500 were converted into 22,225 shares of common stock by an officer at prices of $1.71 - $2.00 per share. |
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Preferred Stock and Warrants |
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In January 2014, the Company sold to various investors 200,000 shares of Series C-3 preferred stock, together with warrants to purchase up to an aggregate of 1,000,000 shares of common stock, for aggregate gross proceeds of $2,000,000. The Series C-3 preferred stock and the related warrants were sold together at a price of $10.00 per share for each share of Series C-3 preferred stock. The Series C-3 preferred stock has rights, privileges and terms that are identical to the Company’s Series C-1 and C-2 non-voting convertible preferred stock. Each share of Series C-3 preferred stock is convertible into 10 shares of common stock at any time at the holder’s option. However, the holder is prohibited from converting Series C-3 preferred stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. The warrants are exercisable one year after issuance, had an exercise price of $1.25 per share (decreased to $0.90 per share in September 2014 – See Note 4), subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder is prohibited from exercising a warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% or 9.99%, at the holder’s election, of the total number of shares of the Company’s common stock then issued and outstanding. Included in this financing was the settlement of an aggregate amount of $645,458 in accruals and payables owed to ND Partners, the Company’s CEO for his 2013 salary, and a consultant. The Company received net proceeds of $1,318,884. |
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Due to the existence of downround provisions, the conversion features of the Series C-3 stock and the associated warrants were classified as derivative liabilities upon issuance and were valued using a Monte Carlo simulation model. On the issuance date, the estimated value of the conversion features and warrants was $1,398,158 and $655,574, respectively. |
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In January 2014, all 140,000 outstanding shares of Series C-1 preferred stock were converted into 1,400,000 shares of the Company’s common stock which resulted in the reclassification of the derivative liability to equity in the amount of $2,447,384. |
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In February 2014, the downround protection of Series C-2 and Series C-3 preferred stock was eliminated as, pursuant to its terms, the closing price of the Company’s common stock was greater than $2.00 for a period of twenty trading days for a consecutive thirty trading day period subsequent to the closing, resulting in the reclassification of the related derivative liability to equity in the amount of $6,235,398. |
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On September 15, 2014 the Company entered into consent and exchange agreements with investors holding its outstanding Series C-2, Series C-3, Series D, and Series E preferred stock. The Company modified certain terms within the preferred stock, as described in Note 4, which resulted in the reclassification of the remaining derivative liability to equity. |
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The Company used a Monte Carlo simulation model to separately value the conversion options associated with the preferred stock instruments and the warrants issued in connection with the preferred stock. A summary of the assumptions used in the Monte Carlo models are as follows: |
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| | At September 15, 2014 | | | At Issuance Date | | | | | |
Expected term (months) | | | 49 - 64 | | | | 56 - 60 | | | | | |
Volatility | | | 75 | % | | | 75 | % | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | |
Risk-free interest rate | | | 1.63 - 1.8 | % | | | 1.3 - 1.5 | % | | | | |
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Stock Options |
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During the nine months ended September 30, 2014, the Company granted to its officers, directors and employees, ten-year non-qualified stock options under the 2013 Stock Incentive Plan, covering an aggregate of 1,185,000 shares, respectively, of the Company’s common stock with exercise prices ranging from $1.80 to $2.79 per share. Of these options, 896,000 vested on the date of grant, 204,000 options vest one year after the grant date, 45,000 options vest two years after the grant date, 25,000 options vest three years after the grant date. The remaining 15,000 options are subject to certain performance milestones which were achieved during the nine months ended September 30, 2014, resulting in the vesting of 15,000 options in addition to the 896,000 options that vested on the date of grant. |
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During the nine months ended September 30, 2014, the Company granted to its consultants ten-year non-qualified stock options under the 2013 Plan, covering an aggregate of 180,000 shares, respectively, of the Company’s common stock with exercise prices ranging from $1.77 to $2.24 per share. Of these options, 13,000 vested on the grant date, 40,000 options vest quarterly for two years from grant date and the remaining 127,000 options are subject to performance milestones. Some of these milestones were achieved as of September 30, 2014 which resulted in the vesting of 30,000 options in addition to the 13,000 options that vested on the date of grant. |
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During the three and nine months ended September 30, 2014, total compensation expense for stock options issued to employees, directors, officers and consultants was $166,439 and $1,942,192, respectively. For the nine months ended September 30, 2013, compensation expense was $321,627 and $753,476, respectively. |
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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: |
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| | Nine Months Ended September 30, | | | | | |
| | 2014 | | | 2013 | | | | | |
Expected term (years) | | | 10-May | | | | 2 – 10 | | | | | |
Volatility | | | 74% - 113 | % | | | 86% - 131 | % | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | |
Risk-free interest rate | | | 1.5% - 2.9 | % | | | 0.34% - 2.78 | % | | | | |
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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 full term of the respective option agreements. Given the Company’s short period of publicly-traded stock history, management’s estimate of expected volatility is based on the average historical 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 estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, compensation expense may need to be revised. The Company considers many factors when estimating expected forfeitures for stock awards granted to employees, officers and directors, including types of awards, employee class, and an analysis of the Company’s historical forfeitures. |
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A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2014 is as follows: |
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| | Shares | | | Weighted Average Exercise Price | | | | | |
Outstanding at beginning of period | | | 3,453,630 | | | $ | 1.06 | | | | | |
Exercised | | | (425,000 | ) | | $ | 0.73 | | | | | |
Forfeited | | | (215,500 | ) | | $ | 1.22 | | | | | |
Expired | | | (524,630 | ) | | $ | 1.89 | | | | | |
Granted | | | 1,365,000 | | | $ | 2.04 | | | | | |
Outstanding at end of period | | | 3,653,500 | | | $ | 1.22 | | | | | |
Options exercisable | | | 2,925,000 | | | $ | 1.17 | | | | | |
Weighted-average fair value of options granted during the period | | | | | | $ | 1.52 | | | | | |
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The weighted average remaining contractual life of stock options outstanding at September 30, 2014 is 8.17 years. The weighted average remaining contractual life of stock options exercisable at September 30, 2014 is 7.94 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 at September 30, 2014 for those options that have an exercise price below the quoted closing price. As of September 30, 2014, the aggregate intrinsic value of stock options outstanding was $2,683,650 and the aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2014 was $600,550. |
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As of September 30, 2014, the total compensation expense related to non-vested options not yet recognized totaled $443,556. The weighted-average remaining vesting period related to these non-vested options at September 30, 2014 was approximately 0.58 years. |
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Warrants |
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The following table is the summary of warrant activity for the nine months ended September 30, 2014: |
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| | Shares | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life | |
Outstanding at beginning of period | | | 10,422,525 | | | $ | 2 | | | | 3.12 | |
Granted | | | 2,036,000 | | | $ | 2.19 | | | | 5.11 | |
Exercised | | | (887,292 | ) | | $ | 1.18 | | | | - | |
Outstanding at end of period | | | 11,571,233 | | | $ | 2 | * | | | 2.8 | |
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* Reflects reduced exercise prices of warrants as per September 15, 2014 amendment, see Note 4. |
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Stock-based Deferred Compensation Plan for Non-Employee Directors |
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During the third quarter of 2014, the Company established an unfunded stock-based deferred compensation plan, providing non-employee directors the opportunity to defer up to one hundred percent of fees and compensation, including restricted stock units. The amount of fees and compensation deferred by a non-employee director is converted into stock units, the number of which is determined based on the closing price of the Company’s common stock on the date such compensation would have otherwise been payable. At all times, the plan participants are one hundred percent vested in their respective deferred compensation accounts. On the tenth business day of January in the year following a director’s termination of service, the director will receive a number of common shares equal to the number of stock units accumulated in the director’s deferred compensation account. The Company accounts for this plan as stock based compensation under ASC 718. During the three months ended September 30, 2014, the amount of compensation that was deferred under this plan was not material. |