Stockholders' Equity (Deficit) | 11. Stockholders’ Equity (Deficit) Common Stock On April 9, 2019, the Company closed its initial public offering (the “IPO”) On August 15, 2019, the Company closed a second public offering consisting of (i) 12,000,000 shares of common stock, par value $0.001 per share, of the Company, (ii) pre-funded warrants exercisable for 1,000,000 shares of common stock, and (iii) warrants to purchase up to an aggregate of 13,000,000 shares of common stock pursuant to an underwriting agreement by and between the Company, Maxim Group LLC, and WallachBeth Capital LLC, acting as the representatives. On August 16, 2019, the Company sold an additional 1,950,000 Warrants upon exercise of the underwriters’ over-allotment option. The public offering price was $0.44 per share of common stock, $0.43 per pre-funded warrant and $0.01 per accompanying warrant. On August 15, 2019, the Company issued 1,040,000 warrants with an exercise price of $0.50 per share to the underwriters in connection with the offering. Net proceeds to the Company were $4,944,340 after deducting underwriting discounts, commissions, and other offering expenses. See Warrants discussion below for additional details. Warrants A summary of the Company’s warrant activity is as follows: Shares Weighted Exercise Price Weighted December 31, 2018 1,265,674 0.71 0.29 Granted 17,161,538 0.58 4.88 Forfeitures - - - Expirations (279,424 ) (1.83 ) - Exercised (16,645,050 ) (0.55 ) - September 30, 2019, all exercisable 1,502,738 $ 0.92 4.65 The exercise prices of warrants outstanding and exercisable as of September 30, 2019 are as follows: Warrants Outstanding and Exercisable (Shares) Exercise Prices 1,040,000 $ 0.50 226,200 0.59 65,000 1.50 109,038 2.88 62,500 5.00 1,502,738 During the nine months ended September 30, 2019, the Company granted 17,161,538 warrants to investors, consisting of (a) 171,538 warrants associated with our IPO financing in April 2019 (see Warrant Liability discussion below), and (b) 16,990,000 warrants associated with our August public offering, including pre-funded warrants exercisable for 1,000,000 shares of common stock, warrants to purchase up to an aggregate of 13,000,000 shares of common stock, warrants to purchase 1,950,000 shares of common stock upon the exercise of the underwriters’ over-allotment option, and warrants to purchase 1,040,000 shares of common stock issued to the underwriters as representatives of the public offering. The August pre-funded warrants were sold to purchasers whose purchase of shares of common stock in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding common stock immediately following the consummation of the offering, in lieu of shares of common stock. Each pre-funded warrant represents the right to purchase one share of common stock at an exercise price of $0.01 per share. The August public offering price was $0.44 per share of common stock and $0.01 per accompanying warrant. Each warrant sold with the shares of common stock represents the right to purchase one share of common stock at an exercise price of $0.585 per share. The warrants are exercisable immediately, expire five years from the date of issuance and provide that, beginning on the earlier of (i) 30 days from the effective date of the Registration Statement and (ii) the date on which the Common Stock trades an aggregate of more than 40,000,000 shares after the announcement of the pricing of the offering, and ending on the twelve month anniversary thereof, each warrant may be exercised at the option of the holder on a cashless basis at a ratio of one warrant for one share of common stock, in whole or in part, if the weighted average price of the common stock on the trading day immediately prior to the exercise date fails to exceed the initial exercise price of the warrant. During the nine months ended September 30, 2019, investors exercised a total of 16,645,050 warrants for 16,504,806 shares of common stock, consisting of (I) 15,356,300 warrants exercised on a cashless basis for 15,216,056 net common shares, and (II) 1,288,750 warrants exercised for a total of $154,375 in proceeds to the Company (1,000,000 of these warrants were exercisable for $0.01 per share, and 288,750 were exercisable for $0.50 per share). During the nine months ended September 30, 2019, 279,424 warrants expired unexercised. As of September 30, 2019, the Company had an aggregate of 1,502,738 outstanding warrants to purchase shares of its common stock with a weighted average exercise price of $0.92, a weighted average remaining life of 4.65 years and an aggregate intrinsic value of $312,517, based upon a stock valuation of $0.762 per share. The intrinsic value is calculated as the difference between the market value of the underlying common stock and the exercise price of the warrants. Warrant Liability In March 2019, the Company issued warrants to two convertible note holders pursuant to the anticipated completion of the Company’s IPO (the IPO was completed on April 9, 2019). Due to the variable terms of both the exercise price and the number of warrants to be issued, the warrants were accounted for as derivative liabilities at the issuance date. The fair value of the warrants will be remeasured at each reporting period, with the change in the fair value recognized in earnings in the accompanying statements of operations. The Company estimated that the issuance of 109,038 warrants with an exercise price of $2.88 per share would correspond to the number of shares of common stock that the holders would receive in connection with the completion of the IPO. The fair value of the warrants at issuance was determined to be $436,034, of which $250,000 was recorded as a valuation discount and $186,034 was recorded as a finance cost. Upon completion of the IPO, the exercise price and the number of warrants were fixed and the warrants are no longer accounted for as liabilities. The fair value of the warrants at the closing of the IPO was determined to be $359,683 using a Black-Scholes model with a weighted average remaining life of 4.94 years and a stock valuation of $3.30 per share, and such amount was reclassified to equity. During the period ended September 30, 2019, the Company recognized a change in warrant liability of $76,351 that was recorded in the accompanying statements of operations. On April 9, 2019, the Company issued 62,500 warrants with an exercise price of $5.00 per share to the underwriter in connection with the Company’s IPO. The Company accounted for these warrants as a derivative liability in the financial statements at June 30, 2019 because they were associated with the IPO, a registered offering, and the settlement provisions contained language that the shares underlying the warrants are required to be registered. The fair value of the warrants is remeasured at each reporting period, and the change in the fair value is recognized in earnings in the accompanying Statements of Operations. The fair value of the warrants at the date of issuance was determined to be $229,921 and was recorded as a finance cost. As of September 30, 2019, the fair value of the warrants was determined to be $47,118 and the change in fair value of $182,803 was recognized in the accompanying statements of operations. The fair value of the warrant liability was determined at the following issuance and reporting dates using the Black-Scholes-Merton option pricing model and the following assumptions: Convertible Noteholders Underwriter Warrant Liability As of Upon Issuance Upon Issuance September 30, 2019 Stock price $ 4.00 $ 3.68 $ 0.76 Risk free interest rate 2.34 – 2.39 % 2.29 % 1.56 % Expected volatility 138 % 137 % 145 % Expected life in years 5.00 5.00 4.51 Expected dividend yield 0 % 0 % 0 % Number of warrants 109,038 62,500 62,500 Fair value of warrants $ 436,034 $ 229,921 $ 47,118 Stock Options A summary of the Company’s stock option activity is as follows: Shares Weighted Average Weighted Average Remaining Contractual Term (Years) December 31, 2018 1,362,500 2.26 3.78 Granted 1,350,000 4.11 4.56 Forfeitures - - - Expirations - - - Exercised - - - September 30, 2019, outstanding 2,712,500 $ 3.18 3.79 September 30, 2019, exercisable 1,520,833 $ 2.51 3.33 The exercise prices of options outstanding and exercisable as of September 30, 2019 are as follows: Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 100,000 25,000 $ 0.54 625,000 625,000 2.00 62,500 62,500 2.30 675,000 600,000 2.50 1,250,000 208,333 4.40 2,712,500 1,520,833 On April 9, 2019, the Company granted options to purchase 1,250,000 shares of common stock to the Company’s Chairman and CEO with a grant date fair value of $4,122,750 and at a price per share of $4.40. The options vest on a quarterly basis over three years. On September 20, 2019, the Company granted options to purchase 100,000 shares of common stock to a consultant with a grant date fair value of $54,004 and at a price per share of $0.54. The options vest on an annual basis over three years. The Company accounts for share-based payments in accordance with ASC 718 wherein grants are measured at the grant date fair value and charged to operations over the vesting periods. During the period ended September 30, 2019, $1,807,491 of compensation expense was recognized relating the amortization of these awards. During the nine months ended September 30, 2019, option awards were valued based upon the Black-Scholes option-pricing model, with stock prices ranging from $0.54 to $4.00 per share, volatility ranging from 115% to 145%, and an average risk-free rate ranging from 1.63% to 2.46%. During the nine months ended September 30, 2019 and 2018, we recognized aggregate stock-compensation expense of $1,964,432 and $1,405,221, respectively, based upon stock prices ranging from $0.54 to $4.00 per share, all of which was recorded in general and administrative expense. As of September 30, 2019, the Company had an aggregate of 1,191,667 remaining unvested options outstanding, with a total estimated fair value of $2,407,256, weighted average exercise price of $4.04, and weighted average remaining life of 4.38 years. The aggregate intrinsic value of options outstanding as of September 30, 2019 was $22,090. |