STOCKHOLDERS’ EQUITY | Issuances of Common Stock Public Equity Offering On March 21, 2017, we completed a sale of common stock and warrants under a registered public offering. The gross proceeds to us from the offering were $3,850,000, before underwriting discounts and commissions and other offering expenses ($3,307,773 after underwriting discounts, commissions and expenses). The public offering price per share of common stock sold was $0.15. Each investor who purchased a share of common stock in the offering received a five-year warrant to purchase one share of common stock at an exercise price of $0.15 per share (“Series A Warrants”) and a one-year warrant to purchase one share of common stock at an exercise price of $0.15 per share (“Series B Warrants”). Under the terms of the offering, we issued 25,666,669 shares of common stock, Series A Warrants to purchase up to an aggregate of 25,666,669 shares of common stock and Series B Warrants to purchase up to an aggregate of 25,666,669 shares of common stock. The Series A Warrants and Series B Warrants are exercisable immediately. We allocated the net proceeds received of $3,307,773 to the shares of common stock, Series A Warrants and Series B Warrants sold in the offering based on their relative fair values. The fair value of the Series A Warrants and Series B Warrants was determined using Black-Scholes. Based on their relative fair values, we allocated net of proceeds of $1,593,233 to the shares of common stock, $1,075,995 to the Series A Warrants and $638,545 to the Series B Warrants. In connection with this offering, we issued to H.C. Wainwright & Co. (“HCW”), the underwriter in the offering, a warrant to purchase up to 1,283,333 shares of common stock and HCW received total cash consideration, including the reimbursement of public offering-related expenses, of $443,000. If such warrant is exercised, each share of common stock may be purchased at $0.1875 per share (125% of the price of the common stock sold in the offering), commencing on March 21, 2017 and expiring March 21, 2022. The fair value of the warrants issued to HCW totaled $129,755 and was determined using Black-Scholes. The fair value of the warrants was recorded as an offering cost but has no net impact to additional paid-in capital in stockholders’ equity in the accompanying condensed consolidated balance sheet. In connection with this offering, we incurred $99,227 in other offering costs that have been offset against the proceeds from this offering. Other Stock Issuances and Related Stock-Based Compensation On August 23, 2016, we entered into a consulting agreement with a third party pursuant to which we agreed to issue 1,600,000 restricted shares of common stock, payable in four equal installments, in exchange for services to be rendered over the agreement which ended on August 23, 2017. The shares were considered fully-vested and non-refundable at the execution of the agreement. In 2016, we issued 800,000 shares of common stock and during the nine months ended September 30, 2017, we issued a total of 800,000 shares of common stock under the agreement. The fair value of the shares issued during 2017 of $360,000 was based on the market price of our common stock on the date of agreement. During the three and nine months ended September 30, 2017, we recognized $105,000 and $465,000, respectively, in general and administrative expense in the accompanying condensed consolidated statements of operations. On September 1, 2016, we entered into a service agreement with a third party pursuant to which we agreed to issue, over the term of the agreement, 2,000,000 shares of common stock in exchange for services to be rendered. The agreement was extended on July 20, 2017 through December 31, 2017. In connection with the extension, we agreed to issue 1,200,000 shares of common stock in exchange for services to be rendered. We have terminated this agreement effective November 9, 2017. During the nine months ended September 30, 2017, we issued 1,270,000 shares under the agreement related to services provided and recognized the fair value of the shares issued of $187,315 in general and administrative expense in the accompanying condensed consolidated statement of operations. The 1,270,000 shares of common stock vested on the date of issuance and the fair value of the shares of common stock was based on the market price of our common stock on the date of vesting. There are 219,512 shares of common stock to be issued under this service agreement as of September 30, 2017. On November 17, 2016, we entered into a service agreement with a third party and in connection with the agreement issued 275,000 fully-vested shares for services to be provided over the term of the service agreement through May 17, 2017. The fair value of the shares issued of $69,575 was based on the market price of our common stock on the date of vesting. During the nine months ended September 30, 2017, we recognized $52,181 in general and administrative expense in the accompanying condensed consolidated statements of operations. On December 16, 2016, we amended a consulting agreement with a third party to extend the term of the agreement to June 16, 2017 and in connection with the amendment issued 80,000 fully-vested shares for services to be provided over the remaining term of the amended agreement. The fair value of the shares issued of $14,640 was based on the market price of our common stock on the date of vesting. On January 19, 2017, we further amended the agreement to expand the scope of service performed by the consultant and as a result issued an additional 78,947 shares of fully vested common stock for services to be provided through June 16, 2017. The fair value of the shares issued of $15,000 was based on the market price of our common stock on the date of vesting. During the nine months ended September 30, 2017, we recognized $28,420 in general and administrative expense in the accompanying condensed consolidated statements of operations. In January 2017, April 2017 and July 2017, we issued a total of 72,830 shares of common stock for services and recorded an expense of $5,000 and $9,000 for the three and nine months ended September 30, 2017, respectively, which is included in general and administrative expense in the accompanying condensed consolidated statements of operations. The 72,830 shares of common stock vested on the date of issuance and the fair value of the shares of common stock was based on the market price of our common stock on the date of vesting. In January 2017, we issued 225,000 shares of common stock to CRI pursuant to the Amended CRI Asset Purchase Agreement (see Note 2) for the prepayment of future royalties due on net profit of Sensum+® in the U.S. in 2017. The fair value of the restricted shares of common stock of $44,662 was based on the market price of our common stock on the date of issuance and is included in prepaid expense and other current assets in the accompanying condensed consolidated balance sheet at September 30, 2017. In January 2017 and September 2017, we issued 1,225,000 shares of restricted common stock to note holders in connection with their notes payable. The relative fair value of the shares of restricted common stock issued was determined to be $99,386 and was recorded as a debt discount (see Note 5). In March 2017, certain 2016 Notes holders elected to convert $350,610 in principal and interest into 1,402,440 shares of common stock (see Note 5). Upon conversion, the fair value of the embedded conversion feature derivative liability on the date of conversion was reclassified to additional paid-in capital (see Note 8). In March 2017 and July 2017, we issued shares of common stock totaling 71,500 upon the exercise of stock options for total cash proceeds of $4,879. In June 2017, we issued 92,000 shares of common stock in exchange for vested restricted stock units. In September 2017, certain 2016 and 2017 Notes Payable holders elected to exchange $227,225 in principal and interest for 2,840,316 shares of common stock (see Note 5). The fair value of the shares of common stock of $299,391 was based on the market price of our common stock on the date of issuance. 2013 Equity Incentive Plan We have issued common stock, restricted stock units and stock option awards to employees, non-executive directors and outside consultants under the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by our Board of Directors in February of 2013. The 2013 Plan allows for the issuance of up to 10,000,000 shares of our common stock to be issued in the form of stock options, stock awards, stock unit awards, stock appreciation rights, performance shares and other share-based awards. As of September 30, 2017, 106,000 shares were available under the 2013 Plan. 2014 Equity Incentive Plan We have issued common stock, restricted stock units and stock options to employees, non-executive directors and outside consultants under the 2014 Equity Incentive Plan (“2014 Plan”), which was approved by our Board of Directors in November 2014. The 2014 Plan allows for the issuance of up to 20,000,000 shares of our common stock to be issued in the form of stock options, stock awards, stock unit awards, stock appreciation rights, performance shares and other share-based awards. As of September 30, 2017, 58,367 shares were available under the 2014 Plan. 2016 Equity Incentive Plan On March 21, 2016, our Board of Directors approved the adoption of the 2016 Equity Incentive Plan and on October 20, 2016 adopted the Amended and Restated 2016 Equity Incentive Plan (“2016 Plan”). The 2016 Plan was then approved by our stockholders in November 2016. The 2016 Plan allows for the issuance of up to 20,000,000 shares of our common stock to be issued in the form of stock options, stock awards, stock unit awards, stock appreciation rights, performance shares and other share-based awards. The 2016 Plan includes an evergreen provision in which the number of shares of common stock authorized for issuance and available for future grants under the 2016 Plan will be increased each January 1 after the effective date of the 2016 Plan by a number of shares of common stock equal to the lesser of: (a) 4% of the number of shares of common stock issued and outstanding on a fully-diluted basis as of the close of business on the immediately preceding December 31, or (b) a number of shares of common stock set by our Board of Directors. In March 2017, our Board of Directors approved an increase of 5,663,199 shares of common stock to the shares authorized under the 2016 Plan in accordance with the evergreen provision in the 2016 Plan. As of September 30, 2017, 21,140,750 shares were available under the 2016 Plan. Stock Options For the nine months ended September 30, 2017 and 2016, the following weighted average assumptions were utilized for the calculation of the fair value of the stock options granted during the period using Black-Scholes: 2017 2016 Expected life (in years) 8.9 10.0 Expected volatility 215.4 % 227.8 % Average risk-free interest rate 2.27 % 1.71 % Dividend yield 0 % 0 % Grant date fair value $ 0.17 $ 0.17 The dividend yield of zero is based on the fact that we have never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of our common stock over the period commensurate with the expected life of the stock options. Expected life in years is based on the “simplified” method as permitted by ASC Topic 718. We believe that all stock options issued under its stock option plans meet the criteria of “plain vanilla” stock options. We use a term equal to the term of the stock options for all non-employee stock options. The risk-free interest rate is based on average rates for treasury notes as published by the Federal Reserve in which the term of the rates correspond to the expected term of the stock options. The following table summarizes the number of stock options outstanding and the weighted average exercise price: Options Weighted average exercise price Weighted remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2016 237,500 $ 0.22 8.6 $ 14,293 Granted 37,000 0.17 - - Exercised (71,500 ) 0.07 - - Cancelled (124,000 ) 0.31 - - Forfeited - - - - Outstanding at September 30, 2017 79,000 $ 0.18 9.1 $ 468 Vested and Expected to Vest at September 30, 2017 79,000 $ 0.18 9.1 $ 468 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding stock options and the quoted price of our common stock at September 30, 2017. During the three and nine months ended September 30, 2017 and 2016, the Company recognized stock-based compensation from stock options of $904 and $8,638 and $6,310 and $18,138, respectively. The intrinsic value of the stock options exercised during the nine months ended September 30, 2017 on the dates of exercise were $7,133. Restricted Stock Units The following table summarizes the restricted stock unit activity for the nine months ended September 30, 2017: Restricted Stock Units Outstanding at December 31, 2016 12,874,848 Granted 2,777,119 Exchanged (92,000 ) Cancelled (2,500,000 ) Outstanding at September 30, 2017 13,059,967 Vested at September 30, 2017 9,622,467 The vested restricted stock units at September 30, 2017 have not settled and are not showing as issued and outstanding shares of ours but are considered outstanding for earnings per share calculations. Settlement of these vested restricted stock units will occur on the earliest of (i) the date of termination of service of the employee or consultant, (ii) change of control of us, or (iii) 10 years from date of issuance. Settlement of vested restricted stock units may be made in the form of (i) cash, (ii) shares, or (iii) any combination of both, as determined by the board of directors and is subject to certain criteria having been fulfilled by the recipient. We calculate the fair value of the restricted stock units based upon the quoted market value of the common stock at the date of grant. The grant date fair value of restricted stock units issued during the nine months ended September 30, 2017 was $503,500. For the three and nine months ended September 30, 2017 and 2016, we recognized $80,125 and $121,555 and $248,804 and $748,573, respectively, of stock-based compensation expense for the vested units. As of September 30, 2017, compensation expense related to unvested shares not yet recognized in the condensed consolidated statement of operations was approximately $586,000 and will be recognized over a remaining weighted-average term of 2.2 years. Warrants During the year ended December 31, 2014, we issued warrants in connection with notes payable (which were repaid in 2013). The remaining warrants of 135,816 have an exercise price of $0.10 and expire December 6, 2018. In January 2015, we issued 250,000 warrants with an exercise price of $0.30 per share to a former executive in connection with the January 2015 debenture. The warrants expire on January 21, 2020. The warrants contain anti-dilution protection, including protection upon dilutive issuances. In connection with the convertible debentures issued in 2015, the exercise price of these warrants was reduced to $0.0896 per share and an additional 586,705 warrants were issued per the anti-dilution protection afforded in the warrant agreement during the year ended December 31, 2015. In connection with the convertible debentures in 2015, we issued warrants with an exercise price of $0.30 per share and expire in 2020 to investors and placement agents. Warrants to purchase 774,533 shares of common stock remain outstanding as of September 30, 2017. In connection with the 2016 Notes, we issued warrants to the Investors and placement agents with an exercise price of $0.40 per share and expire in 2021. Warrants to purchase 4,220,000 shares of common stock remain outstanding as of September 30, 2017. In connection with the public equity offering in March 2017, we issued Series A Warrants to purchase 25,666,669 shares of common stock at $0.15 per share and Series B Warrants to purchase 25,666,669 shares of common stock at $0.15 per share. The Series A Warrants expire in 2022 and the Series B Warrants expire in 2018. We also issued warrants to purchase 1,283,333 shares of common stock to our placement agent with an exercise price of $0.1875 per share and expire in 2022. For the nine months ended September 30, 2017, the following weighted average assumptions were utilized for the calculation of the fair value of the warrants issued during the period using Black-Scholes: 2017 Expected life (in years) 3.1 Expected volatility 203.3 % Average risk-free interest rate 1.49 % Dividend yield 0 % At September 30, 2017, there are 58,583,725 fully vested warrants outstanding. The weighted average exercise price of outstanding warrants at September 30, 2017 is $0.17 per share, the weighted average remaining contractual term is 2.6 years and the aggregate intrinsic value of the outstanding warrants is $837. Net Loss per Share Restricted stock units that are vested but the issuance and delivery of the shares are deferred until the employee or director resigns are included in the basic and diluted net loss per share calculations. The weighted average shares of common stock outstanding used in the basic and diluted net loss per share calculation for the three and nine months ended September 30, 2017 and 2016 was 152,250,793 and 143,192,157 and 97,222,394 and 77,645,019, respectively. The weighted average restricted stock units vested but issuance of the common stock is deferred until there is a change in control, a specified date in the agreement or the employee or director resigns used in the basic and diluted net loss per share calculation for the three and nine months ended September 30, 2017 and 2016 was 9,337,141 and 9,133,039 and 7,750,251 and 8,853,215, respectively. The total weighted average shares outstanding used in the basic and diluted net loss per share calculation for the three and nine months ended September 30, 2017 and 2016 was 161,587,934 and 152,325,196 and 104,972,645 and 86,498,234, respectively. The following table shows the anti-dilutive shares excluded from the calculation of basic and diluted net loss per common share as of September 30, 2017 and 2016: As of September 30, 2017 2016 Gross number of shares excluded: Restricted stock units – unvested 3,437,500 5,012,499 Stock options 79,000 228,500 Convertible debentures and accrued interest - 7,651,830 Warrants 58,583,725 5,967,054 Total 62,100,225 18,859,883 The above table does not include the ANDA Consideration Shares related to the Novalere acquisition totaling 138,859 and 12,947,655 at September 30, 2017 and 2016, respectively, as they are considered contingently issuable (see Note 3). |