Stockholders' Deficiency | Note 7 – Stockholders’ Deficiency Common Stock and Warrant Offerings During the six months ended June 30, 2017, the Company issued an aggregate of 331,335 shares of common stock and five-year immediately vested warrants to purchase an aggregate of 341,335 shares of common stock at an exercise price of $4.00 to investors for aggregate gross proceeds of $994,000. The warrants had an aggregate grant date fair value of $553,295. Warrant Compensation On April 5, 2017, the Company extended, a previously expired agreement with a consultant from January 1, 2017 to June 30, 2017. In connection with this extension, the Company issued a five-year immediately vested warrant to purchase 20,000 shares of common stock at an exercise price of $4.50 per share. The warrant grant date fair value of $30,440 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the unaudited condensed consolidated financial statements. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate ranging from 0% to 5% for options granted during the six months ended June 30, 2017 and 2016. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Warrant Modification and Exercise On February 10, 2017, with respect to a warrant held by an investor, the Company agreed that (i) the conditions to the exercisability of the warrant for tranches to purchase an aggregate of 35,000 shares were eliminated, such that the entire warrant to purchase 50,000 shares of common stock was exercisable, and (ii) the exercise price of the warrant was reduced from an exercise price of $30.00 per share to $3.50 per share. Concurrent with the modification of the warrant, the investor exercised the warrant in full for aggregate gross proceeds to the Company of $175,000. The Company recognized a warrant modification charge of $4,500 during the six months ended June 30, 2017, which represents the incremental value of the modified warrants as compared to the original warrants, both valued as of the respective modification dates which is reflected in warrant modification expense in the unaudited condensed consolidated statement of operations . Stock Warrants In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: For the Three Months Ended For the Six Months Ended June 30, June 30, 2017 2016 2017 2016 Risk free interest rate 1.98% - 2.22 % 1.01% - 1.41 % 1.98% - 2.33 % 0.44% - 1.47 % Expected term (years) 5.00 5.00 5.00 0.67 - 5.00 Expected volatility 120 % 126 % 120% - 132 % 124% - 126 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the three and six months ended June 30, 2017 was approximately $1.47 and $1.61 per share, respectively. The weighted average estimated fair value of the warrants granted during the three and six months ended June 30, 2016 was $1.02 and $1.76 per share, respectively. The Company recorded stock–based compensation expense of $30,440 and $71,203 during the three and six months ended June 30, 2017, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the unaudited condensed consolidated statements of operations. As of June 30, 2017, there was no unrecognized stock-based compensation expense related to stock warrants. The Company recorded no stock–based compensation expense during the three and six months ended June 30, 2016. A summary of the warrant activity during the six months ended June 30, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2016 2,953,651 $ 5.40 [1] Issued 704,305 4.03 Exercised (50,000 ) 3.50 Expired (15,125 ) 30.33 Outstanding, June 30, 2017 3,592,831 $ 4.93 3.2 $ - Exercisable, June 30, 2017 3,592,831 $ 4.93 3.2 $ - [1] Excludes the impact of a warrant to purchase 35,000 shares of common stock that had an exercise price which was the greater of $30.00 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability was subject to satisfaction of certain performance criteria which had not occurred as of December 31, 2016. As discussed above under Warrant Modification and Exercise, on February 10, 2017, the performance criteria were eliminated and the exercise price was reduced to $3.50 per share in consideration of the full exercise of the warrant by the holder. The following table presents information related to stock warrants at June 30, 2017: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $4.00 - $4.99 2,243,550 3.4 2,243,550 $5.00 - $5.99 1,184,243 3.0 1,184,243 $6.00 - $7.99 40,000 3.1 40,000 $8.00 - $9.99 2,500 2.4 2,500 $10.00 - $14.99 55,446 2.8 55,446 $15.00 - $19.99 38,559 2.2 38,559 $20.00 - $80.00 28,533 0.7 28,533 3,592,831 3.2 3,592,831 Stock Options On February 14, 2017, the Compensation Committee reduced the exercise price of outstanding options for the purchase of an aggregate of 1,219,450 shares of common stock of the Company (with exercise prices ranging between $5.70 and $30.00 per share) to $4.70 per share, which was the closing price for the Company’s common stock on February 13, 2017, as reported by the OTCQB. The exercise price reduction related to options held by, among others, the Company’s executive officers and directors. The incremental value of the modified options compared to the original options, both valued as of the respective modification date, of $430,394 is being recognized over the vesting term of the options. On June 23, 2017, the Company issued ten-year options to an employee and directors to purchase an aggregate of 850,000 shares of common stock at an exercise price of $3.35 per share. The options vest as follows: (i) options for the purchase of 283,336 shares vest immediately, (ii) options for the purchase of 283,334 shares vest on the one year anniversary of the issuance date and (iii) options for the purchase of 283,330 shares vest on the two year anniversary of the issuance date. The options had an aggregate grant date value of $2,391,900. A summary of the option activity during the six months ended June 30, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2016 2,168,950 6.27 Granted 850,000 3.35 Forfeited (250 ) 4.70 Outstanding, June 30, 2017 3,018,700 $ 4.34 8.4 $ - Exercisable, June 30, 2017 1,721,212 $ 4.74 7.8 $ - The following table presents information related to stock options at June 30, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $3.10 - $3.99 1,707,000 9.3 756,342 $4.00 - $4.99 1,234,200 6.8 887,370 $5.00 - $5.99 5,000 7.0 5,000 $6.00 - $19.99 37,500 6.5 37,500 $20.00 - $30.00 35,000 4.7 35,000 3,018,700 7.8 1,721,212 The following table presents information related to stock option expense: Weighted For the For the Average Three Months Six Months Remaining Ended Ended Amortization June 30, June 30, Unrecognized at Period 2017 2016 2017 2016 June 30, 2017 (Years) Consulting $ 714,545 $ 439,644 $ 983,159 $ 543,742 $ 1,645,293 1.6 Research and development 106,507 75,156 364,923 182,339 609,198 1.6 General and administrative 476,226 442,450 863,826 592,163 1,194,109 1.5 $ 1,297,278 $ 957,250 $ 2,211,908 $ 1,318,244 $ 3,448,600 1.6 |