Stockholders' Equity | Note 8 - Stockholders’ Equity Common and Preferred Stock Transactions 2014 Activity In January 2014, the Company sold an aggregate of 92,472 1.8 19.07 In February 2014, all 44,000 440,000 In July 2014, the Company issued 25,000 On October 6, 2014, the Company sold to various institutional investors an aggregate of 1,959,000 8.04 15.0 5.0 On July 10, 2014, the Company’s stockholders approved a 1-for-5 reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $ 0.001 1.45 On July 11, 2014, the Company completed the Merger, whereby Assembly Pharmaceuticals became the Company’s wholly-owned subsidiary. Pursuant to the terms of the Merger, the shares of Assembly Pharmaceuticals, common stock issued and outstanding were converted into an aggregate of 4,008,848 621,651 758,948 1.66 2.15 97.33 102.8 5 6.1 2015 Activity On March 19, 2015, the Company sold to various investors an aggregate of 5,555,555 13.50 70.4 833,333 On April 6, 2015, the underwriters exercised in full their option to purchase an additional 833,333 13.50 10.6 81.0 On December 30, 2015, the Company filed a registration statement on Form S-3 with the SEC using a “shelf” registration process, file number 333-208806, which became effective January 19, 2016. Under this shelf registration process, the Company may from time to time sell any combination of the securities described in the registration statement in one or more offerings for an aggregate offering price of up to $ 150,000,000 2016 Activity On June 29, 2016, the Company cancelled 108 Options, Warrants and Restricted Stock Units Options In July 2010, the stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”) and on May 19, 2011, the stockholders approved an amendment to the 2010 Plan increasing the authorized shares thereunder by 300,000 702,959 In July 2014, the stockholders approved the 2014 Stock Incentive Plan (the “2014 Plan”). On June 2, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of the Company approved the amendment and restatement of the Company’s 2014 Plan (the “Amended and Restated 2014 Plan”). Pursuant to the terms of the Amended and Restated 2014 Plan, the maximum number of shares reserved for issuance thereunder is 4,160,000 1,600,000 3,132,641 934,070 32,501 On February 10, 2015, the Company’s former Chief Executive Officer, Dr. Russell Ellison, transitioned to service as a consultant. The Company accelerated 266,667 266,666 On November 28, 2016, the Company’s former Chief Scientific Officer, Lee Arnold, resigned without cause. In accordance with the separation agreement and Dr. Arnold’s original employment agreement, the Company accelerated the expense associated with 21,585 Weighted Average Total Intrinsic Number of Shares Exercise Price Value Outstanding as of December 31, 2014 3,249,651 $ 6.26 $ 5,187,924 Granted 500,300 13.02 - Exercised (76,422) 7.25 22,348 Expired (11,800) 7.20 - Forfeited (293,945) 7.26 - Outstanding as of December 31, 2015 3,367,784 7.16 3,971,205 Granted 1,196,500 7.46 5,676,405 Exercised (21,200) 7.20 - Forfeited (85,833) 12.18 - Outstanding as of December 31, 2016 4,457,251 $ 7.14 $ 23,258,604 Options vested and exercisable 3,008,401 $ 6.59 $ 17,156,719 The Company expects that all outstanding unvested options will vest. Year Ended December 31, 2016 2015 Exercise price 5.84 - 13.21 7.88 - 16.55 Expected stock price volatility 85.8% - 91.8% 88.62% - 95.55% Risk-free rate of interest 1.36% - 2.18% 1.49% - 2.27% Term (years) 5.3 - 7.0 5.0 - 8.2 Future Stock Option Compensation Expenses Year ended December 31, 2017 $ 3,144,140 Year ended December 31, 2018 1,480,661 Year ended December 31, 2019 632,426 Year ended December 31, 2020 160,332 Total $ 5,417,559 The weighted average remaining amortization period is approximately 1.7 Year Ended December 31, 2016 2015 2014 Research and development $ 3,025,178 $ 3,257,732 $ 2,707,336 General and administrative 1,999,334 4,618,852 7,930,158 Total stock-based compensation expense $ 5,024,512 $ 7,876,584 $ 10,637,494 Warrants In connection with the Company’s financings from 2007 to 2010, the Company issued warrants to investors and/or placement agents, as well as certain consultants, to purchase shares of common stock. In connection with the Merger, the Company issued warrants to purchase up to 120,265 679,447 On April 17, 2015, the Company issued an aggregate of 88,293 120,265 During the year ended December 31, 2015, 133,587 Weighted Average Warrants Exercise Price Outstanding as of December 31, 2014 270,761 $ 24.34 Expired (133,587) 39.34 Exercised (120,265) 5.13 Outstanding as of December 31, 2015 16,909 $ 30.81 Outstanding as of December 31, 2016 16,909 $ 30.81 There was no warrant activity for the year ended December 31, 2016. The weighted average remaining contractual life of outstanding warrants at December 31, 2016 is approximately 3.4 |