Stockholders' Equity | Note 4-Stockholders’ Equity Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by its board of directors without further action by shareholders. As of September 30, 2019, 5,000,000 shares of the Company’s preferred stock has been designated as Series A Preferred Stock. At the time of the IPO, 3,102,480 shares of Series A Preferred Stock which were previously issued were converted into common stock and 1,897,520 shares of Series A Preferred Stock remained authorized. Common Shares On February 15, 2019, the Company announced the pricing of its initial public offering of 1,250,000 shares of its common stock at an initial offering price to the public of $5.60 per share. The Company issued an aggregate of 1,250,000 shares of common stock and received net proceeds of $5.8 million from the IPO. Private Placement of Securities On August 16, 2019 (the “Closing Date”), the Company entered into subscription agreements (the “Subscription Agreements”) and unit purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”) pursuant to which it sold units (the “Units”) for aggregate gross proceeds of $2,037,120, exclusive of placement agent commission and fees and offering and transaction expenses (the “Offering”). Each Unit was sold at an offering price of $5.00 per Unit and consisted of (i) one share of the Company’s common stock, par value $0.0001 per share and (ii) a warrant (the “Warrant”) to purchase one-half share of common stock. Each Warrant is exercisable for a period of two years beginning six months from the Closing Date at an exercise price of $8.00 per whole share, subject to adjustment. The Company is prohibited from effecting an exercise of the Warrant to the extent that, as a result of such exercise, the holder together with the holder’s affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Warrant, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. In addition, pursuant to the terms of the Offering, the Company issued Laidlaw & Company (UK) Ltd. warrants (the “Placement Agent Warrants”) to purchase up to 61,113 shares of common stock. The Placement Agent Warrants are exercisable for a period of five years from the Closing Date (the “Initial Exercise Date”) at an exercise price of $5.00 per share, subject to adjustment. The Warrants may be exercised at any time after the Initial Exercise Date on a cashless basis and contain piggy-back registration rights. Pursuant to the Offering, the Company received $1.6 million in net proceeds from the issuance of 407,424 Units. Restricted Stock Awards During the nine months ended September 30, 2019, 40,000 shares of restricted common stock with a fair value of approximately $0.2 million were granted to consultants. A summary of the Company’s restricted stock grants under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) during the nine months ended September 30, 2019 is as follows: Number of Units Weighted Average Nonvested at December 31, 2018 21,530 $ 0.25 Granted 40,000 5.11 Vested (46,248 ) 4.46 Nonvested at September 30, 2019 15,282 $ 0.25 As of September 30, 2019, the Company had approximately $6,000 of unrecognized stock-based compensation expense which was related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards is approximately 0.9 years at September 30, 2019. Stock Options On March 6, 2019, the Company granted 50,000 options to purchase common stock of the Company to its CFO pursuant to the 2018 Plan. The aggregate grant date fair value of these options was approximately $0.2 million. The stock options vested in full upon grant. Warrants A summary of warrant activity for the nine months ended September 30, 2019 is as follows: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 991,367 $ 1.00 $ - 5.9 Issued 331,155 6.90 71,816 4.4 Exercised (289,830 ) 0.94 - - Outstanding as of September 30, 2019 1,032,692 $ 2.91 $ 2,445,783 4.5 Warrants exercisable as of September 30, 2019 1,032,692 $ 2.91 $ 2,445,783 4.5 On February 20, 2019, Laidlaw received five-year warrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $7.00 per share. These warrants were not exercisable prior to August 13, 2019. On April 17, 2019, the Company entered into a Master Service Agreement (the “MSA”) with a consultant (the “Consultant”). In consideration for services provided by the Consultant, the Company issued the Consultant a two year warrant to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $0.01 per share (the “Consultant Warrant”). On May 22, 2019, the Company and Consultant agreed to terminate the MSA and number of shares of the Company’s common stock issuable upon exercise of the Consultant Warrant was reduced to 16,333. On June 27, 2019, the Company issued 16,333 shares of common stock upon exercise of the Consultant Warrant which resulted in gross proceeds of approximately $163. On April 16, 2019, the Company issued 176,272 shares of common stock upon the cashless exercise of warrants to purchase up to 215,747 shares of common stock. Those warrants were issued by the Company to Laidlaw pursuant to the terms of its engagement letter with Laidlaw with respect to the private placement of its securities through October 2017 to December 2017. On June 6, 2019, the Company issued 47,605 shares of common stock upon the cashless exercise of warrants to purchase up to 57,750 shares of common stock. On August 16, 2019, in connection with the Offering, the Company issued the Investors Warrants to purchase up to 203,709 shares of the Company’s common stock at an exercise price of $8.00 per whole share. In addition, pursuant to the terms of the Offering, the Company issued Laidlaw the Placement Agent Warrants to purchase up to 61,113 shares of common stock. The Placement Agent Warrants are exercisable for a period of five years from the Closing Date at an exercise price of $5.00 per share. The Company has determined that the warrants should be accounted as a component of stockholders’ equity. Stock Based Compensation Stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018 was as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Employee common stock awards $ - $ - $ - $ 107,500 Directors common stock awards - - - 25,000 Employee stock option awards - - 199,182 - Employee restricted stock awards 2,210 5,589 8,499 5,590 Non-employee restricted stock awards 204,550 - 204,550 - Non-employee warrant awards - - 84,605 - $ 206,760 $ 5,589 $ 496,836 $ 138,090 In addition, the Company recorded $0 and $13,000 of stock issued for research and development services for the three months ended September 30, 2019 and 2018, respectively, and $0 and $36,000 of stock issued for research and development services for the nine months ended September 30, 2019 and 2018, respectively. Employee related stock-based compensation is recognized as “compensation and related expenses” and non-employee related stock-based compensation is recognized as “professional fees” in the condensed statements of operations. |