Warrants | NOTE 8 WARRANTS As of June 30, 2015, the Company had 26,012,410 warrants outstanding to purchase shares of common stock. The following table outlines the warrants outstanding and exercisable as of June 30, 2015: Exercise Warrants Price Outstanding Exercisable Expiration Class A $2.20 1,532,598 1,532,598 April 2021 - July 2021 Class B $0.20 1,310,956 1,310,956 April 2012 - July 2021 Series A $2.20 259,068 259,068 October 2015 Series B $8.75 1,063,432 1,063,432 March 2021 - June 2021 Series C $2.55 21,408,000 21,408,000 February 2020 Common $2.00 - $32.00 438,356 438,356 April 2016 - July 2021 Total Warrants 26,012,410 26,012,410 Class A Warrants During the six months ended June 30, 2015, 508,641 Class A Warrants were exercised pursuant to the cashless exercise provision of the warrant resulting in the issuance of 236,124 shares of common stock. Class B Warrants During the six months ended June 30, 2015, 334,889 Class B Warrants were exercised pursuant to the cashless exercise provision of the warrant resulting in the issuance of 317,024 shares of common stock. Series A Warrants During the six months ended June 30, 2015, 1,063,432 Series A Warrants were exercised for cash at an exercise price of $2.20 per share for total net proceeds of $2,162,700, resulting in the issuance of 1,063,432 shares of common stock. Series B Warrants During the six months ended June 30, 2015, the Company issued 1,063,432 Series B Warrants pursuant to the exercise of 1,063,432 Series A Warrants. The Series B Warrants have an exercise price of $8.75 and expire six years from the date of issue. The Company sold Units in connection with the Company’s IPO in October 2014, with one Unit consisting of one share of common stock and one Series A Warrant to purchase: (i) one share of common stock and (ii) one Series B Warrant to purchase one share of common stock. The Series B Warrants are only issued upon the exercise of the Series A Warrants, are exercisable immediately at an exercise price of 125% of the public offering price or $8.75 and expire 6 years from the date of issue. The exercise price and the number of shares for which each Series B Warrant may be exercised is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. In addition, subject to certain exceptions, the exercise price of the Series B Warrants is subject to reduction if the Company issues shares of common stock (or securities convertible into common stock) in the future at a price below the then current exercise price. Series C Warrants In connection with the February 2015 Units Offering (see NOTE 6 PREFERRED STOCK), the Company issued Series C Warrants to purchase 21,792,000 shares of common stock as part of the Units sold in the follow-on offering (see NOTE 6 PREFERRED STOCK). The Series C Warrants have an exercise price of $2.55 and will expire on February 25, 2020. The Series C Warrants will not be exercisable until they separate from the Units (i) upon the earlier of August 25, 2015, or 15 days after the Separation Trigger Date in the event of Early Separation or (ii) at any time upon the delivery of the exercise price in cash. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price. The Series C Warrants have a cashless exercise provision where in lieu of payment of the exercise price in cash (other than a cash exercise under clause (ii) above), the holder may receive, at the Company’s discretion, either a cash payment of a predetermined Black Scholes Value of the number of shares the holder elects to exercise, or a number of shares of the Company’s common stock determined according to a cashless exercise formula using the predetermined Black Scholes Value. In June 2015, 384,000 Series C Warrants were exercised for cash in the amount of $979,200 at an exercise price of $2.55 per share resulting in the issuance of 384,000 shares of common stock. The following table summarizes the common stock warrant and purchase option activity during the six months ended June 30, 2015: Weighted Average Weighted Remainder Common Average Contractual Stock Exercise Term in Warrants Price Years As of June 30, 2015: Warrants Outstanding as of January 1, 2015 5,447,940 $ 4.17 4.9 Granted 22,855,342 $ 2.84 4.7 Exercised (2,290,872 ) $ 1.97 — Expired — — — Warrants outstanding as of June 30, 2015 26,012,410 $ 2.72 4.8 Underwriters’ Unit Purchase Option In connection with the February 2015 Units Offering, the Company issued to the representative of the underwriters’ a Unit Purchase Option (“option”) to purchase a number of our Units equal to an aggregate of 5% of the Units sold or 136,200 Units. The purchase option has an exercise price equal to 125% of the public offering price of the Units or $11.00, and the units may be exercised on a cashless basis and will expire 5 years from the date of issue. Each Unit consists of one share of Series E Convertible Preferred Stock and eight Series C Warrants. As of June 30, 2015 there were no options exercised. The option contains a cashless exercise provision as well as Series C Warrants that are accounted for as derivative liabilities. Accordingly, this option was recorded at fair value at inception and at each reporting date. Since the option is considered part of the offering costs of the February 2015 Units Offering, the fair value at inception is recognized in equity and the change in fair value at each reporting date is recognized in earnings. Common Warrant Derivative Liability Our Class A Warrants, Class B Warrants, Series A Warrants, Series B Warrants and certain common warrants, have an exercise price adjustment provision that in the event the Company sells shares of any additional stock, subject to certain exceptions, at a price per share less than the original exercise price of the respective warrant, the exercise price shall be adjusted to a price equal to the price paid per share for such additional stock. Our Series C Warrants contain a cashless exercise provision using a predetermined Black Scholes Value. Such provision, if exercised by the holder, would require the Company to settle these warrants, at its option, either by cash payment or the granting of a variable number of common shares. This provision results in the potential for the Company to either have to net cash settle the warrant or potentially issue an indeterminate number of common shares which prohibits the Company from being able to conclude that the warrants are indexed to the Company’s own stock. Accordingly, the warrants are accounted for as derivative liabilities and are recorded at fair value at inception and at each reporting date. Since the derivative liability is required to be measured at fair value, the excess of the fair value over the net proceeds received at the transaction date is recognized as a loss in earnings. Had the cashless exercise provision been exercised by all holders of our Series C Warrants at June 30, 2015, the Company would have had to either pay $47.7 million in cash or issue 15,392,014 shares of common stock. The number of shares of common stock that would be required to satisfy the cashless exercise provision increases as the price of the Company’s stock decreases and decreases as the price of the Company’s stock increases. The derivative liability for warrants and the option classified as derivative liabilities was revalued at June 30, 2015 and the change in the fair value of the warrant derivative liability was included as a component of Other income (expense) and the change in the fair value of the option was included in equity. The change in fair value of the warrant and option derivative liability has no effect on the Company’s cash flows. The Company estimates the fair value of the warrants and option at inception and at each reporting date using a Black-Scholes option valuation model utilizing the fair value of underlying common stock and has determined the fair value measurement to be a level 3 measurement (see NOTE 10 FAIR VALUE). Black-Scholes has inherent limitations for use in the case of a warrant with a price protection provision, since the model is designed to be used when the inputs to the model are static throughout the life of a security. The estimates in the Black-Scholes option-pricing model are based, in part, on assumptions, including but not limited to stock price volatility, the contractual life of the warrants, the risk free rate and the fair value of the equity stock underlying the warrants and the option. The following are the assumptions used in the Black-Scholes method for calculating the fair value of the warrants and option that are considered derivative liabilities at June 30, 2015: Fair Market Value $2.96 - $17.85 Exercise Price $0.20 - $11.00 Risk Free Rate 0.01% - 1.85% Dividend Yield 0.00 % Expected Volatility 135.35% - 144.46% Contractual Term 0.28 - 6.09 years The following summarizes the change in the value of the warrant and option liability during the six months ended June 30, 2015: Balance at December 31, 2014 $ 9,998,636 Issuance of warrants and option 55,503,872 Exercise of warrants (6,359,696 ) Change in fair value of warrant and option liability 9,966,124 Balance at June 30, 2015 $ 69,108,936 |