Stockholders' Equity | Note 6—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 the Company's board of directors without further action by the Company's shareholders. As of December 31, 2019, 5,000,000 shares of the Company's preferred stock has been designated as Series A Convertible Preferred Stock of which 3,102,480 shares which were previously issued were converted into common stock at the time of the Company's initial public offering. During the year ended December 31, 2018, the Company raised $1.2 million (net of offering costs) in cash from investors in exchange for the issuance of 13.77 units. The shares of Series A Convertible Preferred Stock are not mandatorily redeemable and does not embody an unconditional obligation to settle in a variable number of equity shares. As such, the shares of Series A Convertible Preferred Stock are classified as permanent equity on the balance sheets. The holders' contingent redemption right in the event of certain deemed liquidation events does not preclude permanent equity classification. Further, the shares of Series A Convertible Preferred Stock are considered an equity-like host for purposes of assessing embedded derivative features for potential bifurcation. The embedded conversion feature is considered to be clearly and closely related to the associated convertible preferred stock host instrument and therefore was not bifurcated from the equity host. The Company had 1,897,520 and 5,000,000 shares of Series A Convertible Preferred Stock authorized as of December 31, 2019 and 2018, respectively, 0 and 3,102,480 shares outstanding as of December 31, 2019 and 2018, respectively. 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 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 warrants (the "Placement Agent Warrants") to purchase up to 61,113 shares of the Company's 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. The Company has determined that the 2019 warrants should be accounted as a component of stockholders' equity. For the warrants issued on August 16, 2019, the Company estimated the relative fair value of the warrants at $0.8 million using the Black-Scholes option pricing model using the following primary assumptions: fair value of common stock underlying the warrants ranges from $2.55 to $4.33, expected life ranges from 2.0 to 5.0 years, volatility rate ranges from 107.30% to 110.08%, risk-free interest rate ranges from 1.42% to 1.48% and expected dividend rate of 0%. During the year ended December 31, 2018, the Company raised $1.2 million (net of offering costs) in cash from investors in exchange for the issuance of 13.77 units. For the warrants issued during the year ended December 31, 2018, the Company has determined that the warrants should be accounted as a component of stockholders' equity. On the issuance date, the Company estimated the relative fair value of the warrants at $0.1 million using the Black-Scholes option pricing model using the following primary assumptions: fair value of common stock underlying the warrants is $0.16, expected life of 7.0 years, volatility rate of 75.0%, risk-free interest rate of 1.83% and expected dividend rate of 0%. Based on the warrant's relative fair value to the fair value of the Series A Preferred Stock, approximately $0.2 million of the $1.2 million of aggregate fair value was allocated to the warrants, creating a corresponding preferred stock discount in the same amount. 2018 Equity Incentive Plan The Company's 2018 Equity Incentive Plan (the "2018 Plan") was adopted by its board of directors on May 4, 2018 and by its shareholders on May 4, 2018. The Company has reserved 1,000,000 shares of common stock for issuance pursuant to the 2018 Plan. 2018 Activity In January 2018, the Company granted an employee 25,000 shares of common stock with a $15,000 fair value. On March 23, 2018, the Company granted 12,500 shares of common stock of the Company to a member of the Company's Scientific Advisory Board. The fair value of the stock award was $11,000. On May 4, 2018, the Company granted 12,500 shares of common stock of the Company under the 2018 Plan to a member of the Company's Scientific Advisory Board. The fair value of the stock award was $12,500. On May 4, 2018, the Company granted the same employee 5,000 shares of common stock under the 2018 Plan with a $5,000 fair value. The Company's Chief Executive Officer and co-founder was issued 87,500 shares of common stock for a value of $87,500. On August 15, 2018, the Company bought back 31,513 shares from the employees who were issued common stock as part of the 2018 Plan to pay for payroll taxes. The fair value of the shares was $31,513. Immediately after the buyback of the 31,513 shares such shares were immediately cancelled. During the year ended December 31, 2018, the Company issued a total of 25,000 shares of common stock under the 2018 Plan to two directors for a value of $25,000. Restricted Stock Awards During the year ended December 31, 2019, the Company issued 10,000 and 30,000 shares of restricted common stock with a total fair value of approximately $0.2 million to The Benchmark Company, LLC and FON Consulting, LLC, respectively, consultants to the Company. On January 7, 2020, the Company entered into a termination and general release agreement with FON Consulting, LLC pursuant to which 15,000 shares of restricted common stock originally granted to FON Consulting, LLC were cancelled. During the year ended December 31, 2018, 37,500 shares of restricted stock awards with a fair value of approximately $38,000 were granted. 12,500 shares of these restricted stock awards were vested immediately and 25,000 shares of these restricted stock awards were vested in 1/36 increments in monthly installments beginning August 3, 2018. A summary of the Company's restricted stock awards granted under the 2018 Plan during the years ended December 31, 2019 and 2018 is as follows: Number of Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2017 - - Granted 37,500 $ 0.25 Vested (15,970 ) 0.25 Nonvested at December 31, 2018 21,530 $ 0.25 Granted 40,000 5.11 Vested (48,330 ) 4.28 Nonvested at December 31, 2019 13,200 $ 0.25 As of December 31, 2019, approximately $4,000 of unrecognized stock-based compensation expense related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards is approximately 0.8 years at December 31, 2019. Stock Options On March 6, 2019, the Company granted options to purchase up to 50,000 shares of the Company's common stock 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. On December 24, 2019, the Company granted a total of options to purchase up to an aggregate of 475,000 shares of the Company's common stock to directors and advisors pursuant to the 2018 Plan. The aggregate grant date fair value of these options was approximately $2.0 million. The stock options vested in full upon grant. The fair value of options granted in 2019 and 2018 was estimated using the following assumptions: For the Years Ended 2019 2018 Exercise price $ 5.26-$5.88 - Term (years) 4.18-9.98 - Expected stock price volatility 111.2%-112.1 % - Risk-free rate of interest 1.75%-2.52 % - A summary of option activity under the Company's stock option plan for year ended December 31, 2019 and 2018 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 - $ - $ - - Employee options issued 525,000 5.32 457,250 9.4 Outstanding as of December 31, 2019 525,000 $ 5.32 $ 457,250 9.4 Options vested and exercisable 525,000 $ 5.32 $ 457,250 9.4 Stock Based Compensation Stock-based compensation expense for the years ended December 31, 2019 and 2018 was approximately $2.5 million and $0.1 million, respectively, and comprised of the following: For the Years Ended 2019 2018 Employee common stock awards $ - $ 107,500 Directors common stock awards - 25,000 Employee stock option awards 2,195,812 - Employee restricted stock awards 10,252 10,553 Non-employee restricted stock awards 204,550 - Non-employee warrant awards 84,605 - $ 2,495,219 $ 143,053 Employee and director related stock-based compensation was included in compensation and related expenses, and non-employee related stock-based compensation was included in professional fees on the consolidated statements of operations. In addition, the Company recorded $0 and $36,000 of stock issued for research and development services for the year ended December 31, 2019 and 2018, respectively. Warrants A summary of warrant activity for the years ended December 31, 2019 and 2018 is presented below: Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2017 647,242 $ 1.00 $ - 4.2 Issued 344,125 1.00 - 6.1 Outstanding as of December 31, 2018 991,367 $ 1.00 $ - 5.9 Issued 331,155 6.90 100,938 4.1 Exercised (289,830 ) 0.94 - - Outstanding as of December 31, 2019 1,032,692 $ 2.91 $ 3,725,745 4.2 Warrants exercisable as of December 31, 2019 1,032,692 $ 2.91 $ 3,725,745 4.2 2019 Activity 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 from October 2017 through 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 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 the Company's 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. 2018 Activity During the year ended December 31, 2018, the Company issued seven-year warrants to purchase 344,125 shares of the Company's common stock at an exercise price of $1.00 per share to investors. The Company has determined that the warrants should be accounted as a component of stockholders' equity. |