Equity Instruments | Note 7 - Equity Instruments Options In 2010, Ampio shareholders approved the adoption of a stock and option award plan (the “2010 Plan”), under which shares were reserved for future issuance under restricted stock awards, options, and other equity awards. The 2010 Plan permits grants of equity awards to employees, directors and consultants. The shareholders have approved a total of 11.7 million shares reserved for issuance under the 2010 Plan. During the six months ended June 30, 2018, the Company did not grant options to officers, directors or employees. Former employees and executives exercised 409,666 options with a weighted average exercise price of $2.06. The Company received $636,400 as of June 30, 2018 related to these option exercises. A total of 3,334 options were forfeited and 165,000 expired as of June 30, 2018. The following table summarizes Ampio’s stock option activity: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregated Intrinsic Value Outstanding December 31, 2017 7,247,165 $ 2.87 5.16 12,739,512 Granted - $ - - - Exercised (409,666 ) $ 2.06 - - Forfeited (3,334 ) $ 1.02 - - Expired or Cancelled (165,000 ) $ 7.86 - - Outstanding June 30, 2018 6,669,165 $ 2.80 5.00 3,843,065 Exercisable at June 30, 2018 6,019,163 $ 3.02 4.59 2,881,796 Available for grant at June 30, 2018 3,123,145 Stock options outstanding at June 30, 2018 are summarized in the table below: Range of Exercise Prices Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Lives $0.48 - $2.00 2,970,221 $ 0.91 5.95 $2.01 - $5.00 2,473,944 $ 3.07 3.70 $5.01 - $8.93 1,225,000 $ 6.86 5.30 6,669,165 $ 2.80 5.00 Ampio computes the fair value of all options granted using the Black-Scholes option pricing model. To calculate the fair value of the options, certain assumptions are made regarding components of the model, including the estimated fair value of the underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. Ampio calculates its volatility assumption using the actual changes in the market value of its stock. Ampio adopted ASU 2016-09 in 2017 and no longer estimates a forfeiture rate. Instead, forfeitures are recognized as they occur. The Company’s historical option exercises do not provide a reasonable basis to estimate an expected term due to the lack of sufficient data. Therefore, the Company estimates the expected term by using the simplified method. The simplified method calculates the expected term as the average time to vest and the contractual life of the options. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for treasury securities of similar maturity. Ampio did not grant any options but did compute the fair value for option modifications during the period ended June 30, 2018, using the following assumptions: Expected volatility 100.66 112.52 % Risk free interest rate 1.86 2.11 % Expected term (years) 0.32 0.59 Dividend yield 0.0 % Stock-based compensation expense related to the fair value of stock options was included in the statements of operations as research and development expenses or general and administrative expenses as set forth in the table below. The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Research and development expenses Stock-based compensation $ 30,000 $ 41,000 $ 53,000 $ 83,000 General and administrative expenses Common stock issued for services - - 60,000 60,000 Stock-based compensation 43,000 139,000 79,000 233,000 $ 73,000 $ 180,000 $ 192,000 $ 376,000 Unrecognized expense at June 30, 2018 $ 112,000 Weighted average remaining years to vest 0.91 Warrants In connection with the June 2017 registered direct offering, Ampio issued to investors warrants to purchase an aggregate of approximately 11.0 million shares of common stock at an exercise price of $0.76 and a term of five years. Due to certain derivative features, these warrants are accounted for under liability accounting and are recorded at fair value each reporting period. As of June 30, 2018, these warrants had a fair value of $11,710,000 (see Note 4). Significant assumptions as of June 30, 2018 and at issuance were as follows: June 30, 2018 At Issuance Exercise Price $ 0.76 $ 0.76 Volatility 109.6 % 94.6 % Equivalent term (years) 3.92 5.00 Risk-free interest rate 2.68 % 1.71 % Number of shares 6,210,982 10,990,245 In connection with the 2016 registered direct offering, Ampio issued to an investor warrants to purchase an aggregate of 5.0 million shares of common stock at an exercise price of $1.00 and a term of five years. In March 2017, the exercise price of these warrants was reduced from $1.00 to $0.40. Due to certain derivative features, these warrants were accounted for under liability accounting and are recorded at fair value each reporting period. As of June 30, 2018, no fair value was recorded as these warrants were exercised in full during the first quarter of 2018 (see Note 4). During the 2017 registered direct offering, Ampio issued placement agent warrants to purchase an aggregate of approximately 879,000 shares of common stock at an exercise price of $0.76 with a term of five years. These warrants were accounted for as equity-based awards (see Note 6). They were valued using the Black-Scholes methodology. During the 2016 registered direct offering, Ampio issued to the placement agent warrants to purchase an aggregate of 150,000 shares of common stock at an exercise price of $0.9375 with a term of five years. These warrants were accounted for as equity-based awards (see Note 6). They were valued using the Black-Scholes methodology. The following table summarizes Ampio’s warrant activity: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding December 31, 2017 13,332,243 $ 0.73 4.01 Warrants issued - $ - Warrants exercised (5,894,599 ) $ 0.49 Warrants expired (498,576 ) $ 3.24 Outstanding June 30, 2018 6,939,068 $ 0.76 3.91 During the six months ended June 30, 2018, the Company issued 1,394,599 shares of common stock from the exercise of investor warrants with an exercise price of $0.76. In addition, the Company issued 4,500,000 shares of common stock from the exercise of investor warrants at an exercise price of $0.40. After this exercise, the Company no longer has outstanding $0.40 warrants. The Company has received approximately $2.9 million as of June 30, 2018 related to these investor warrant exercises. In March 2017, the Company modified 498,576 of its outstanding warrants which extended the expiration until June 30, 2018. The $75,000 additional expense related to this modification was recognized in the quarter ended March 31, 2017. These warrants all expired as of June 30, 2018. In March 2017, the Company modified the five million warrants issued in conjunction with the Company’s September 2016 registered direct offering with an original strike price of $1.00 down to $0.40. The $1.1 million gain related to this modification was recognized in the quarter ended March 31, 2017 (see Note 6). As noted above, these warrants were exercised in full during the first quarter of 2018. |