CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 7. CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Common Stock In June 2015, the Company uplisted to the NYSE MKT and simultaneously completed a public offering (the “Offering”) in which it issued 3,636,384 shares of common stock resulting in net proceeds of $7.8 million. In addition, pursuant to a subscription agreement dated October 24, 2014, Korea Investment Partners Overseas Expansion Platform Fund (“KIP”), an existing stockholder, agreed to purchase from the Company in a private placement 1,081,081 shares of the Company’s common stock for an aggregate purchase price of $2.0 million at $1.85 per share upon the listing of the Company’s common stock on the NYSE MKT. Pursuant to the terms of the subscription agreement, this private placement was to close within 15 business days of the listing of the Company’s common stock on the NYSE MKT. However, as of December 14, 2015, this private placement has not closed and the Company has notified KIP that KIP’s obligation to pay the $2.0 million purchase price to the Company has become due and payable under the subscription agreement. As consideration for Ping Wang’s service as a director of the Company, 193,333 shares of the Company’s common stock will vest immediately upon completion of the $2.0 million purchase. In June 2015, the Company issued a 6% unsecured convertible note in the principal amount of $500,000 to an investor. Under the terms of the convertible note, immediately prior to the closing of the Offering, the principal amount and all accrued and unpaid interest, converted into 182,266 shares of common stock. Series A Preferred Stock The Company entered into subscription agreements for the private placement of shares of its Series A preferred stock and warrants with 47 accredited investors during 2014 whereby the Company sold an aggregate of 4,207,987 shares of Series A preferred stock at a per share price of $1.85 for gross proceeds of $7.5 million and issued to the investors for no additional consideration warrants to purchase in the aggregate 2,042,589 shares of common stock, with an exercise price of $3.70 per share. In connection with the uplisting to the NYSE MKT, the Series A preferred stock, including accrued and unpaid interest, converted into 4,319,426 shares of common stock. In March and April 2015, the Company amended certain of the warrants issued in connection with the Series A preferred financing to reduce the exercise price of such warrants from $3.70 to $2.50 per share with a corresponding increase in the number of shares of common stock exercisable under the warrants so that the aggregate exercise value of such warrants remained the same. As of October 31, 2015, certain holders had exercised such warrants for an aggregate of 564,662 shares of common stock for an aggregate cash exercise price of $1,411,655. The Company recorded a charge for the incremental fair value of $436,000 in other expense related to the amended warrants in the first quarter of fiscal year 2016. The fair value of the warrants exercised was computed as of the date of modification using the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 4 to 5 years and expected volatility of 85.9%. As of October 31, 2015, of the warrants issued in connection with the Series A preferred stock financing, warrants to purchase 1,661,055 shares of common stock remain outstanding. The warrant exercise agreements included a provision such that if the public offering price related to the Offering was less than $3.125 per share, then immediately prior to the closing of the Offering, additional shares of common stock would be issued at no additional consideration to each holder equal to: (i) the product of (A) the difference between $2.50 per share and 80% of the public offering price and (B) such holder’s shares of common stock received pursuant to exercise of the amended warrants, divided by (ii) 80% of the public offering price in the Offering. Based on a public offering price of $2.75 per share, 77,006 shares of common stock were issued pursuant to this provision. Warrants In addition to the warrants issued in connection with the Series A preferred financing, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which were valued at $99,000 and expensed. As of October 31, 2015, all were outstanding. On May 15, 2014, the Company also issued a warrant to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire five years after the date of issuance. These warrants are immediately exercisable, and in June 2015, warrants were exercised for 54,054 shares of common stock. As of October 31, 2015, warrants exercisable for 289,505 shares of common stock remain outstanding. In connection with the Offering, 109,091 warrants were issued to the underwriters at the public offering price of $2.75. These warrants expire five years after the date of issuance. As of October 31, 2015, all were outstanding. Equity Incentive Plan On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights. Stock options previously issued under BioPharmX, Inc.’s 2011 Equity Incentive Plan were substituted with stock options issued under the 2014 Plan. Stock options generally vest in two to four years and expire ten years from the date of grant. The total number of shares originally reserved and available for grant and issuance pursuant to the 2014 Plan was 2,700,000. Shares issued under the 2014 Plan are drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. On November 7, 2014, the Company increased the stock reserve available to the 2014 Plan for stock awards from 2,700,000 shares to 4,500,000 shares. The following table summarizes the Company’s stock option activities under the 2014 Plan: Available for Grant Shares Weighted Average Exercise Price Per Share Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2015 $ $ Granted ) $ Exercised — ) $ Cancelled ) $ Outstanding as of April 30 2015 $ $ Granted ) $ Exercised — ) $ Outstanding as of July 31, 2015 $ $ Granted ) $ Exercised — ) $ Cancelled ) $ Outstanding as of October 31, 2015 $ $ Vested and exercisable $ $ Vested and expected to vest $ $ Inducement Grants The Company has also awarded inducement options to purchase common stock to new employees outside of the 2014 Plan as material inducements to the acceptance of employment with the Company as permitted under Section 711(a) of the NYSE MKT Company Guide. Such options vest at the rate of 25% of the shares on the first anniversary of the commencement of such employee’s employment with the Company, and then one forty-eighth (1/48) of the shares monthly thereafter subject to such employee’s continued service. The following table summarizes the Company’s inducement grant stock option activities: Shares Weighted Average Exercise Price Per Share Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding as of August 1, 2015 — — — — Granted $ Outstanding as of October 31, 2015 $ $ — Vested and exercisable — $ — — $ — Vested and expected to vest $ $ — The following table summarizes significant ranges of outstanding and exercisable options as of October 31, 2015: Options Outstanding Options Vested and Exercisable Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number Vested and Exercisable Weighted Average Exercise Price $0.25 - $1.00 $ $ $1.01 - $1.67 $ $ $1.68 - $3.00 $ $ $3.01 - $3.25 $ — $ — $ $ The total intrinsic value of stock options exercised during the three and nine months ended October 31, 2015 was $72,000 and $1.4 million, respectively. There were no stock options exercised during the nine months ended October 31, 2014. |