Equity, Common Stock, and Incentive plan | On December 19, 2019, the Company held its Annual Meeting of Stockholders (the “ Annual Meeting Reverse Split Common Stock The Company had 26,800,519 and 17,704,925 shares of its Common Stock issued and outstanding at December 31, 2019 and 2018, respectively. The holders of our Common Stock are entitled to one vote per share. In addition, the holders of our Common Stock will be entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds; however 2014 Equity Incentive Plan The Company’s Board and stockholders adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “ 2014 Plan As Converted Shares The Company issued an aggregate of 1,193,500 and 539,000 stock options, during the years ended December 31, 2019 and 2018, respectively, under the 2014 Plan (see Note 13). As of December 31, 2019, there were an aggregate of 3,584,986 total shares available under the 2014 Plan, of which 1,677,500 are issued and outstanding, 632,667 shares are reserved subject to issuance of restricted stock and RSUs and 1,274,819 shares are available for potential issuances. The Company may issue securities outside of the 2014 Plan. Series A Convertible Preferred Stock Pursuant to a stock purchase agreement with the Protea Group, on June 13, 2014, the Company issued 100 shares of Series A Convertible Preferred Stock ( “Series A Preferred” The terms of the Series A Preferred are described below: Voting The Series A Preferred holders are entitled to vote, together with the holders of Common Stock as one class, on all matters to which holders of Common Stock shall be entitled to vote, in the same manner and with the same effect as the Common Stock holders with the same number of votes per share that equals the number of shares of Common Stock into which the Series A Preferred is convertible at the time of such vote. Dividends The holders of the Series A Preferred shall be entitled to receive dividends, when, as, and if declared by the board of directors, ratably with any declaration or payment of any dividend on Common Stock. To date there have been no dividends declared or paid by the board of directors. Liquidation The holders of the Series A Preferred shall be entitled to receive, before and in preference to, any distribution of any assets of the Company to the holders of Common Stock, an amount equal to $0.0001 per share, plus any declared but unpaid dividends. The liquidation preference approximates par value as of December 31, 2019 and 2018, respectively. Conversion The Series A Preferred was initially convertible into 33% of the issued and outstanding shares of Common Stock on a fully diluted basis, assuming the conversion, exercise, or exchange for shares of Common Stock of all convertible securities issued and outstanding immediately prior to such conversion, including the Series A Preferred stock, all outstanding warrants and options, and all outstanding convertible debt, notes, debentures, or any other securities which are convertible, exercisable, or exchangeable for shares of Common Stock. The Series A Preferred was convertible at the holder’s option any time commencing on the one-year anniversary of the initial issuance date. The Series A Preferred was subject to mandatory conversion at any time commencing on the one-year anniversary of the initial issuance date upon the vote or written consent by the holders of a majority of the Series A Preferred then outstanding or upon the occurrence of certain triggering events, including a public offering coupled with an equity-linked financing with an offering price that values the Company prior to consummation of such financing at not less than $12,000,000 and the aggregate gross proceeds to the Company (before deduction of underwriting discounts and registration expenses) are not less than $6,000,000. On November 11, 2015, the Company and the Protea Group agreed that the Series A Preferred would be convertible into 2,439,365 shares of Common Stock. During the year ended December 31, 2016, Protea Group converted all shares of Series A Preferred into Common Stock. LPC Equity Line of Credit On November 13, 2019, the Company entered into a purchase agreement (the “ LPC Purchase Agreement LPC Registration Rights Agreement LPC Equity Line of Credit Commitment Shares Under the LPC Purchase Agreement, on any business day over the term of the LPC Purchase Agreement, the Company has the right, in its sole discretion, to present LPC with a purchase notice (each, a “ Purchase Notice Regular Purchase Purchase Price ● the lowest sale price of Common Stock on the purchase date; and; ● the average of the three lowest closing sale prices for the Common Stock during the ten consecutive business days ending on the business day immediately preceding the purchase date of such shares; In addition, on any date on which the Company submits a Purchase Notice to LPC, the Company also has the right, in its sole discretion, to present LPC with an accelerated purchase notice (each, an “ Accelerated Purchase Notice Accelerated Purchase Accelerated Purchase Measurement Period ● 97% of the volume weighted average price of the Company’s common stock during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and ● the closing sale price of Common Stock on the applicable Accelerated Purchase Date. The Company may also direct LPC on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to LPC in accordance with the LPC Purchase Agreement, to purchase an amount of stock (the “ Additional Accelerated Purchase Additional Accelerated Purchase Measurement Period ● 97% of the volume weighted average price of the Company’s common stock during the applicable Additional Accelerated Purchase Measurement Period on the applicable Additional Accelerated Purchase date; and ● the closing sale price of Common Stock on the applicable Additional Accelerated Purchase. Common Stock Issuances 2019 Issuances During the year ended December 31, 2019, pursuant to the Mayoly APA, the Company issued Mayoly 400,481 shares of Common Stock (the “ Closing Payment Shares During the year ended December 31, 2019, the Company issued an aggregate of 92,995 shares of its Common Stock to consultants as payment of $135,000 of accounts payable and 97,403 shares of its Common Stock to a consultant with a grant date fair value of $75,000 for services provided. During the year ended December 31, 2019, the Company issued an aggregate of 120,000 shares of its Common Stock to outside members of its Board as payment of Board fees with an aggregate grant date fair value of $173,400, that was recorded as part of G&A expense. April 2019 Registered Direct Public Offering In April 2019, the Company completed a public offering of 1,294,930 shares of Common Stock at a public offering price of $2.13 per share, resulting in net proceeds of approximately $2,500,000, after deducting the selling agent fees and other offering expense payable by the Company (the “ April 2019 Public Offering In connection with the April 2019 Public Offering, the Company entered into a selling agent agreement, pursuant to which the Company paid (i) a cash fee equal to 7% of the aggregate gross proceeds of the April 2019 Public Offering, and (ii) issued warrants to purchase an aggregate of 38,848 shares of Common Stock (the “ April 2019 Selling Agent Warrants May 2019 Registered Direct Public Offering In May 2019, the Company completed a second public offering of 1,227,167 shares of Common Stock at a public offering price of $2.35 per share, resulting in net proceeds of approximately $2,550,000, after deducting the selling agent fees and other offering expense payable by the Company (the “ May 2019 Public Offering In connection with the May 2019 Public Offering, the Company entered into a selling agent agreement, pursuant to which the Company (i) paid a cash fee equal to 7.0% of the aggregate gross proceeds of the May 2019 Public Offering, and (ii) issued warrants to purchase up to an aggregate of 36,815 shares of Common Stock (the “ May 2019 Selling Agent Warrants July 2019 Underwritten Public Offering In July 2019, the Company completed an underwriting public offering of 5,000,000 shares of Common Stock at a public offering price of $1.00 per share, resulting in net proceeds of approximately $4,500,000, after deducting the underwriting discount, and other offering expense payable by the Company (the “ July 2019 Public Offering SEC In connection with the July 2019 Public Offering, the Company entered into an underwriting agreement, pursuant to which the Company (i) paid an cash fee equal to 7.0% of the aggregate gross proceeds of the July 2019 Public Offering, and (ii) issued warrants to purchase up to an aggregate of 200,000 shares of Common Stock (the “ May 2019 Underwriting Warrants Purchase Agreement with Lincoln Park Capital Fund, LLC In connection with entering into the LPC Purchase Agreement on November 13, 2019, the Company issued LPC 487,168 shares of Common Stock (the “ Commitment Shares 2018 Issuances During the year ended December 31, 2018, the Company issued an aggregate of 120,000 shares of its Common Stock to outside members of its Board as payment of Board fees with an aggregate grant date fair value of $306,300, that was recorded as part of G&A expense. Restricted Stock and Restricted Stock Units During the year ended December 31, 2019, pursuant to the Mayoly APA, the Company issued Mayoly 200,240 shares of restricted Common Stock that vested on December 31, 2019 and 175,210 shares of restricted Common Stock that vest on December 31, 2020. During the year ended December 31, 2019, the Company recognized $823,858 as part of stockholders’ equity. During the year ended December 31, 2019, the Company issued James Sapirstein, its new Chief Executive Officer a restricted stock unit (“ RSU During the year ended December 31, 2019, an aggregate of 188,333 unvested shares of restricted Common Stock that were issued to former executives were canceled with a total grant date fair value of approximately $499,832 due to their resignations from the Company. During the year ended December 31, 2019, an aggregate of 92,167 unvested shares of restricted Common Stock, subject to milestone-based vesting, vested with a total grant date fair value of $280,187. 58,833 of these 92,167 restricted shares of Common Stock with a total grant date fair value of $178,852 vested during the year ended December 31, 2019 due to the Company dosing the first patients in the OPTION Cross-Over Study for MS1819 in CF patients. 33,334 of these 138,835 restricted shares of Common Stock having a total grant date fair value of $101,335 vested during the year ended December 31, 2019 due to the Company completing enrollment in the OPTION Cross-Over Study for MS1819 in CF patients. The Company recognized $280,187 as stock expense during the year ended December 31, 2019 for the vesting of these shares of restricted Common Stock. During the year ended December 31, 2019, an aggregate of 48,668 unvested shares of restricted Common Stock, subject to time-based vesting, vested with a total grant date fair value of $154,004. The Company recognized $154,004 as stock expense during the year ended December 31, 2019 for the vesting of these shares of restricted Common Stock. As of December 31, 2019, the Company had an aggregate unrecognized restricted Common Stock expense of $154,689, of which $50,689 will be recognized over the average remaining vesting term of 0.65 years and $104,000 will be recognized when vesting of certain milestones will be probable. During the year ended December 31, 2018, an aggregate of 51,000 shares of restricted Common Stock were granted and accrued to employees with a total grant date fair value of $155,040. During the year ended December 31, 2018, 100,000 shares of restricted Common Stock were granted and accrued to Johan (Thijs) Spoor, the former Chief Executive Officer, subject to milestone-based vesting with a total grant date fair value of $304,000. During the year ended December 31, 2018, 100,000 shares of restricted Common Stock were granted and accrued to Johan (Thijs) Spoor, the former Chief Executive Officer, subject to time-based vesting over three years with a grant date fair value of $304,000. During the year ended December 31, 2018, The Company issued an aggregate of 192,067 shares of restricted Common Stock were granted or accrued to employees and consultants with a total grant date fair value of $682,271. During the year ended December 31, 2018, 5,000 shares of restricted Common Stock were canceled with a grant date fair value of $15,200. During the year ended December 31, 2018, an aggregate of 315,235 shares of restricted Common Stock vested with a total grant date fair value of $1,093,293. An aggregate of 158,833 of these shares of restricted Common Stock with a total grant date fair value of $603,852 vested due to the Company achieving certain clinical milestones for MS1819. |