CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 6. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Common Stock In April 2017, the Company issued 6,410,258 shares of common stock at a price per share of $0.78 resulting in net proceeds of $4.4 million and warrants to purchase 3,365,385 shares of common stock at an exercise price of $0.90 in a registered direct offering. In July 2017, the Company issued 5,500,000 shares of common stock at a price per share of $0.36 resulting in net proceeds of $1.9 million in a registered direct offering. In November 2017, the Company issued 45,275,000 shares of common stock, pre-funded warrants to purchase 28,225,000 shares of common stock, and accompanying Series A common warrants to purchase 73,500,000 shares of common stock (Series A Warrants), and accompanying Series B common warrants to purchase 73,500,000 shares of common stock (Series B Warrants), resulting in net proceeds of $9.7 million. Each share of common stock and pre-funded warrant was sold together with a Series A Warrant to purchase one share of common stock and a Series B Warrant to purchase one share of common stock. The public offering price was $0.15 per share of common stock and accompanying Series A Warrant and Series B Warrant and $0.1490 per pre-funded warrant and accompanying Series A Warrant and Series B Warrant. The pre-funded warrants were issued and sold to purchasers in lieu of shares of common stock that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% (or at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the closing of the offering. The pre-funded warrants have a nominal exercise price of $0.001 per share and have been fully exercised. The Series A Warrants have an exercise price of $0.20 per share, are exercisable immediately and expire five years from the date of issuance. The Series B Warrants have an exercise price of $0.25 per share, are exercisable immediately and expire on the earlier of (1) the twenty-first trading day after the Company issues a press release announcing it has entered into a strategic licensing, collaboration, partnership or similar agreement for the commitment to fund its Phase 3 trials for BPX01, and (2) the eighteen month anniversary of issuance. Series A Convertible Preferred Stock Pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on November 22, 2016, 10,000 shares of Series A convertible preferred stock were designated. In November 2016, the Company issued 1,515 shares of Series A convertible preferred stock (Preferred Stock), which included warrants to purchase 3,246,429 shares of common stock. The Preferred Stock had a purchase price of $1,000 per share and was convertible into common stock at a conversion rate of $0.35 per share. The Preferred Stock contained a beneficial conversion feature valued at $0.1 million, which was recorded as a deemed dividend at the time of issuance, which was considered to be the earliest time of conversion. In January 2018, the Preferred Stock was converted into 4,328,571 shares of common stock. Pursuant to the Certificate of Elimination filed with the Secretary of State of the State of Delaware on March 6, 2018, all shares of Series A convertible preferred stock previously designated were returned to the status of authorized but unissued shares of preferred stock, without designation as to series or rights, preferences, privileges or limitations. Warrants In the first quarter of fiscal year 2019, the Company received $7.0 million from the exercise of warrants to purchase common stock. A summary of warrants outstanding warrants as of July 31, 2018 is as follows: Total Price per Share Expiration Date Warrants related to January 2014 agreement 289,505 $ 1.85 May 2019 Warrants related to May 2014 agreement 316,395 $2.035 May 2019 Warrants related to April to November 2014 financing 1,661,055 $ 3.70 April 2019 - November 2019 Warrants related to June 2015 financing 109,091 $ 2.75 June 2020 Warrants related to April 2016 financing 1,952,000 $ 1.20 April 2021 Warrants related to September 2016 financing (1) 1,286,501 $ 0.75 September 2021 to March 2022 Warrants related to November 2016 financing 30,406,061 $ 0.35 November 2022 to November 2024 Warrants related to November 2016 financing 895,450 $ 0.44 November 2022 Warrants related to November 2016 financing 198,214 $ 0.33 November 2022 Warrants related to April 2017 financing 801,282 $ 0.90 October 2022 Warrants related to October 2017 financing (2) 3,846,152 $ 0.30 October 2022 Warrants related to November 2017 financing 56,935,191 $ 0.20 November 2022 Warrants related to November 2017 financing 60,088,727 $ 0.25 May 2019 (1) In connection with the sale of common stock in September 2016, warrants to purchase 1,286,501 shares of common stock were issued at an exercise price of $0.75 per share. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. At the time of issuance, approximately $566,000 was recorded as a warrant liability. To value the warrant liability, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.1%, contractual term of 5 years, expected volatility of 95.8% and a dividend rate of 0%. As of July 31, 2018, the fair value of the warrant liability was approximately $82,000 and was included in long-term liabilities. (2) On October 23, 2017, the Company entered into agreements with certain of these warrant holders to permit their immediate exercise of 2,564,103 shares of common stock underlying the warrants at an exercise price per share of $0.24. The Company recorded a charge for the incremental fair value of approximately $151,000 in the other expense line item in the condensed consolidated statement of operations and comprehensive loss. The fair value of the warrants exercised was computed as of the date of exercise using the following assumptions: risk-free interest rate of 2.03%, contractual term of 5 years, expected volatility of 83.9% and a dividend rate of 0%. In addition, these warrant holders were issued new warrants to purchase up to an aggregate of 3,846,152 shares of common stock at an exercise price per share of $0.30. Equity Incentive Plan On July 5, 2016, the Company adopted the 2016 Equity Incentive Plan (2016 Plan), which permits the Company to grant equity awards to directors, officers, employees and consultants. In connection with the adoption of the 2016 Plan, the Company ceased to grant equity awards under its 2014 Equity Incentive Plan (2014 Plan), which was adopted on January 23, 2014. All grants and awards under the 2014 Plan, including stock options previously issued under BioPharmX, Inc.’s 2011 Equity Incentive Plan that were substituted with stock options issued under the 2014 Plan, remain in effect in accordance with their terms. Stock options generally vest in one to four years and expire ten years from the date of grant. In March 2017, the 2016 Plan was amended and the shares reserved for issuance were increased by 20,000,000 shares to a total of 24,000,000 shares of common stock. In August 2018, the 2016 Plan was amended and the shares reserved for issuance were increased by 50,000,000 shares to a total of 74,000,000 shares of common stock. The 2014 Plan and 2016 Plan are referred to collectively as the “Plans.” The following table summarizes the Company’s stock option awards under the Plans: Weighted Average Remaining Aggregate Available for Exercise Contractual Intrinsic Grant Shares Prices Life Value (in thousands) Balance as of February 1, 2018 1,884,878 24,724,663 $ 0.41 9.17 $ 304 Exercised — (10,140) $ 0.13 Cancelled and expired under the 2014 Plan — $ 0.73 Cancelled under the 2016 Plan 376,969 (376,969) $ 0.35 Balance as of April 30, 2018 2,261,847 $ 0.41 8.91 $ 1,300 Exercised — $ 0.10 Cancelled and expired under the 2014 Plan — $ 0.95 Cancelled under the 2016 Plan 116,763 (116,763) $ 0.35 Balance as of July 31, 2018 $ 0.41 8.67 $ 982 Vested and exercisable $ 0.59 7.97 $ 222 Vested and expected to vest $ 0.42 8.65 $ 931 Inducement Grants The Company has also awarded inducement option grants to purchase common stock to new employees outside of the 2016 Plan as permitted under Section 711(a) of the NYSE American 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 awards: Weighted Average Remaining Exercise Contractual Aggregate Shares Prices Life Intrinsic Value (in thousands) Balance as of February 1, 2018 660,000 $ $ — Granted 400,000 $ — $ — Balance as of April 30, 2018 and July 31, 2018 1,060,000 $ $ Vested and exercisable 451,041 $ $ — Vested and expected to vest 1,041,614 $ $ 4 The following table summarizes significant ranges of outstanding and exercisable options as of July 31, 2018: Options Outstanding Options Vested and Exercisable Weighted Average Weighted Weighted Remaining Average Number Average Number Contractual Exercise Vested and Exercise Range of Exercise Prices Outstanding Life (in Years) Prices Exercisable Prices $0.10 - $0.19 $ $ $0.20 - $0.35 $ $ $0.36 - $0.65 $ $ $0.66 - $1.09 $ $ $1.10 - $1.85 $ $ $1.86 - $3.00 $ 100,000 $ 3.00 $ $ The total intrinsic value of stock options exercised during the three and six months ended July 31, 2018 was approximately $1,000 and $2,000, respectively. The total intrinsic value of stock options exercised during each of the three and six months ended July 31, 2017 was approximately $4,000. |