Stockholders' Equity | 7 . STOCKHOLDERS’ EQUITY Common Stock Effective February 1, 2016, the Company amended and restated its license agreement with BioHEP Technologies Ltd. (“BioHEP”). In connection with the amendment and restatement, the Company issued 125,000 shares of its common stock to BioHEP and granted to BioHEP a warrant to purchase an additional 125,000 shares of its common stock at an exercise price of $16.00 per share, which warrant will expire on August 1, 2018. The fair value of the common stock as of the date of issuance, $2.0 million, was expensed as research and development costs. In May 2016, the Company issued and sold in its IPO an aggregate of 944,000 shares of common stock at $12.00 per share, which included 24,900 shares that represented the exercise of an option to purchase additional shares granted to the underwriters in connection with the IPO. The offering resulted in $8.2 million of net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Upon the closing of the Company’s IPO, the Company filed an amended and restated certificate of incorporation, which authorized the Company to issue 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. In connection with the closing of the IPO, the Company received approximately $5.3 million in proceeds upon the exercise of previously issued warrants to purchase 641,743 shares of common stock of the Company. Upon the closing of the Company’s IPO, all outstanding shares of the Company’s preferred stock automatically converted into 250,000 shares of the Company’s common stock. In November 2016, the Company entered into a definitive agreement with respect to the private placement of 1,644,737 shares of common stock and warrants to purchase 1,644,737 shares of common stock (the “November Private Placement Warrants”) to a group of accredited investors (the “November Private Placement”). These investors paid $9.12 for each share of common stock and warrant to purchase one share of common stock. The November Private Placement Warrants are exercisable at an exercise price of $10.79 per share and expire on November 23, 2021. The Company completed the November Private Placement on November 23, 2016, resulting in $13.7 million in net proceeds to the Company, after deducting placement agent fees and other offering expenses payable by the Company. In June 2017, the Company issued and sold in an underwritten public offering an aggregate of 3,269,219 shares of its common stock at $13.00 per share, which included 384,604 shares pursuant to the exercise of an option to purchase additional shares granted to the underwriters in connection with the offering. The offering resulted in $39.7 million of net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In August 2017, the Company entered into a Controlled Equity Offering SM aggregate Warrants In connection with the amendment and restatement of a license agreement with BioHEP, the Company issued a warrant to purchase 125,000 shares of the Company’s common stock to BioHEP (the “BioHEP Warrant”), effective February 1, 2016. The Company evaluated the terms of the warrant and concluded that it are equity-classified. The fair value of the warrant, $0.8 million, was estimated on the issuance date using a Black Scholes pricing model based on the following assumptions: an expected term of two and a half years, expected stock price volatility of 71%, a risk-free rate of 1.01%, and a dividend yield of 0%. The fair value was expensed as research and development costs. In connection with the Company’s IPO, the Company issued to the sole book-running manager for the IPO a warrant to purchase 27,600 shares of common stock in May 2016 and a warrant to purchase 747 shares of common stock in June 2016 (together, the “IPO Warrants”). The IPO Warrants are exercisable at an exercise price of $15.00 per share and expire on May 5, 2021. The Company evaluated the terms of the IPO Warrants and concluded that they should be equity-classified. The fair value of the May 2016 IPO Warrants was estimated on the applicable issuance dates using a Black Scholes pricing model based on the following assumptions: an expected term of 4.99 years; expected stock price volatility of 87%; a risk-free rate of 1.20%; and a dividend yield of 0%. The fair value of the June 2016 IPO Warrants was estimated on the applicable issuance dates using a Black Scholes pricing model based on the following assumptions: an expected term of 4.92 years; expected stock price volatility of 87%; a risk-free rate of 1.23%; and a dividend yield of 0%. The aggregate fair value of the IPO Warrants was $0.2 million. The Company received approximately $5.3 million in proceeds upon the exercise of warrants to purchase 641,743 shares of its common stock of the Company, which were exercised in connection with the closing of the IPO. Upon the closing of the Company’s IPO, all of the outstanding warrants that were not exercised, except the BioHEP warrant and the IPO Warrants, terminated in accordance with their original terms. In connection with the November Private Placement, the Company issued the November Private Placement Warrants to purchase 1,644,737 shares of common stock in November 2016 to a group of accredited investors. As of December 31, 2017, November Private Placement warrants to purchase 1,633,777 shares of common stock remained outstanding. The November Private Placement Warrants are exercisable at an exercise price of $10.79 per share and expire on November 23, 2021. The Company evaluated the terms of these warrants and concluded that they should be liability-classified. In November 2016, the Company recorded the fair value of these warrants of approximately $8.3 million using a Black Scholes pricing model. The Company must recognize any change in the value of the warrant liability each reporting period in the statement of operations. As of December 31, 2017 and 2016, the fair value of the November Private Placement Warrants was approximately $13.1 million and $6.3 million, respectively (see Note 5). . A summary of the Black Scholes pricing model assumptions used to record the fair value of the warrants is as follows: December 31, 2017 December 31, 2016 Risk-free interest rate 2.0 % 1.9 % Expected term (in years) 3.9 4.9 Expected volatility 73.1 % 65.5 % Expected dividend yield 0 % 0 % A summary of warrant activities during the years ended December 31, 2017 and 2016 is as follows: Warrants Outstanding at December 31, 2015 1,181,776 Grants 1,798,084 Exercises (641,743 ) Expirations/cancellations (540,033 ) Outstanding at December 31, 2016 1,798,084 Grants — Exercises (10,960 ) Expirations/cancellations — Outstanding at December 31, 2017 1,787,124 2014 Stock Incentive Plan In April 2014, the Company’s Board of Directors approved the 2014 Stock Incentive Plan (the “2014 Plan”) and authorized 750,000 shares of common stock to be issued under the 2014 Plan. The Company’s 2014 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants, and advisors. The Company’s 2015 Stock Incentive Plan (the “2015 Plan”) became effective immediately prior to the closing of the Company’s IPO on May 11, 2016. Upon the effectiveness of the 2015 Plan, 116,863 shares of common stock that remained available for grant under the 2014 Plan became available for grant under the 2015 Plan, and no further awards were available to be issued under the 2014 Plan. 2015 Stock Incentive Plan The 2015 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants and advisors of the Company. The number of shares reserved for issuance under the 2015 Plan is the sum of 750,000 shares of common stock, plus the number of shares equal to the sum of (i) 116,863 shares of common stock, which was the number of shares reserved for issuance under the 2014 Plan that remained available for grant under the 2014 Plan immediately prior to the closing of the Company’s IPO, and (ii) the number of shares of common stock subject to outstanding awards under the 2014 Plan that expire, terminate or are otherwise surrendered, cancelled or forfeited. The exercise price of stock options cannot be less than the fair value of the common stock on the date of grant. Stock options awarded under the 2015 Plan expire 10 years after the grant date, unless the Board sets a shorter term. As of December 31, 2017, the Company had 459,535 shares available for issuance under the 2015 Plan. The following table summarizes the option activity for the year ended December 31, 2017, under both the 2014 Plan and the 2015 Plan (collectively the “Plans”): Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value Options outstanding at December 31, 2015 610,481 $ 11.99 — Granted 128,334 10.41 — Exercised (10,247 ) 9.28 29,550 Cancelled (24,253 ) 9.89 — Outstanding at December 31, 2016 704,315 $ 11.82 — Granted 297,500 8.45 — Exercised (10,000 ) 9.28 11,228 Cancelled (3,250 ) 12.44 — Options outstanding at December 31, 2017 988,565 $ 10.83 $ 2,617,859 Options exercisable at December 31, 2017 436,127 $ 11.74 $ 752,700 As of December 31, 2017, all options outstanding have a weighted-average remaining contractual life is 8.2 years. The weighted-average fair value of all stock options granted for the years ended December 31, 2017 and 2016 was $5.89 and $7.06, respectively. Intrinsic value at December 31, 2017 is based on the closing price of the Company’s common stock of $13.44 per share. Prior to the Company’s IPO on May 11, 2016, the Board determined the estimated fair value of the Company’s common stock on the date of grant based on a number of objective and subjective factors, including third party valuations. Since the IPO, the fair value of the Company’s common stock on the date of the grant is based on the closing price per share of the common stock on the Nasdaq Capital Market on the date of grant. The computation of expected volatility is based on the historical volatilities of peer companies. The peer companies include organizations that are in the same industry, with similar size and stage of growth. The Company estimates that the expected life of the options granted using the simplified method allowable under the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share Based Payments There were no stock options granted prior to 2015. The assumptions the Company used to determine the fair value of stock options granted to employees and directors in 2017 and 2016 are as follows, presented on a weighted-average basis: Year Ended December 31, 2017 2016 Risk-free interest rate 2.0 % 1.4 % Expected term (in years) 6.0 6.1 Expected volatility 80 % 78 % Expected dividend yield 0 % 0 % The following table summarizes the stock-based compensation expense for the years ended December 31, 2017 and 2016, under the Plans (in thousands): Year Ended December 31, Stock-based compensation: 2017 2016 Research and development $ 489 $ 390 General and administrative 1,422 1,048 Total Stock-based compensation $ 1,911 $ 1,438 The fair value of stock options vested during the year ended December 31, 2017 was $1.7 million. At December 31, 2017, there was $3.6 million of unrecognized stock-based compensation expense relating to stock options granted pursuant to the Plans, which will be recognized over the weighted-average remaining vesting period of 2.1 years. Reserved Shares As of December 31, 2017 and 2016, the Company has reserved the following shares of common stock for potential conversion of the Preferred Stock, exercise of warrants and outstanding options and issuance of shares available for grant under the 2015 Plan: December 31, 2017 2016 2016 BioHEP warrants 125,000 125,000 2016 IPO warrants 28,347 28,347 November Private Placement warrants 1,633,777 1,644,737 2014 and 2015 Stock incentive plans 1,448,100 1,461,233 Total 3,235,224 3,259,317 |