STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2013 |
Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 10 – STOCKHOLDERS’ EQUITY |
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Preferred Stock |
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At December 31, 2013, we had 10,000,000 shares of preferred stock, par value $0.001, authorized for issuance, of which no shares of preferred stock were outstanding. |
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Common Stock |
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At December 31, 2013, we had 250,000,000 shares of Common Stock authorized for issuance, of which 144,976,757 shares of our Common Stock were issued and outstanding. |
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Issuances During 2013 |
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Pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission, or the SEC, on March 14, 2013, we entered into an underwriting agreement with Jefferies LLC, or Jefferies, as the representative of the underwriters named therein, or the Jefferies Underwriters, relating to the issuance and sale of 29,411,765 shares of our Common Stock. The price to the public in the offering was $1.70 per share, and the Jefferies Underwriters agreed to purchase the shares of our Common Stock from us pursuant to the underwriting agreement at a price of $1.58 per share. The net proceeds to us from this offering was approximately $45.4 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. In addition, under the terms of the underwriting agreement, we granted the Jefferies Underwriters a 30-day option to purchase up to an additional 4,411,765 shares of our Common Stock. The offering closed on March 20, 2013. On April 12, 2013, the Jefferies Underwriters exercised their option to purchase an additional 1,954,587 shares of our Common Stock to cover over-allotments. We issued these shares to the Jefferies Underwriters on April 18, 2013 and received proceeds of approximately $3.1 million, net of expenses. |
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On September 25, 2013, we entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, as the representative of the underwriters named therein, or the Stifel Underwriters, relating to the issuance and sale of 13,750,000 shares of our Common Stock. The price to the public in the offering was $2.40 per share, and the Stifel Underwriters agreed to purchase the shares of our Common Stock from us pursuant to the underwriting agreement at a price of $2.23 per share. The net proceeds to us from this offering were approximately $30.2 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. The offering closed on September 30, 2013. |
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During 2013 certain individuals exercised their right to purchase shares of our Common Stock. Options to purchase an aggregate of 75,423 shares of our Common Stock were exercised for approximately $31,000. These shares of our Common Stock were issued in part in reliance upon an exemption from the registration provisions of the Securities Act of 1933, or the Act, provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. |
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Issuances During 2012 |
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During 2012, certain individuals exercised their right to purchase shares of our Common Stock. These shares were issued in reliance upon an exemption from the registration provisions of the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. |
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| · | Options to purchase an aggregate of 1,691,393 shares of our Common Stock were exercised for $191,000. | | | | | | | | | | | | | | |
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| · | Using the cashless exercise feature, options to purchase an aggregate of 240,395 shares of our Common Stock were exercised. | | | | | | | | | | | | | | |
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During June 2012, we settled $3,102,000 in principal and accrued interest of the February 2012 Notes in exchange for the Parties’ exercise of a portion of the related warrants for an aggregate of 8,145,486 shares of our Common Stock. The shares were issued in reliance upon an exemption from the registration provisions of the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. During June 2012, we and the Parties also agreed to convert a portion of the February 2012 Notes, and principal and accrued interest through June 19, 2012, totaling $1,054,647, into 2,775,415 shares of our Common Stock at $0.38 per share. The shares were issued in reliance upon an exemption from the registration provisions of the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. |
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In September 2012, we entered into a Securities Purchase Agreement with multiple investors, relating to the issuance and sale of our Common Stock in a private placement. The private placement closed on October 2, 2012, through which we sold an aggregate of 3,953,489 shares of our Common Stock at $2.15 per share, for an aggregate purchase price of $8,500,001. In connection with the private placement, Jefferies served as our exclusive placement agent. Jefferies’ compensation for the transaction was a cash fee of $552,500. We also paid legal fees and expenses of the investors in the aggregate of $52,016, resulting in net proceeds to us from the private placement of $7,895,485. The shares were issued in reliance upon the exemptions from registration under the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The shares were issued directly by us and did not involve a public offering. The investors were “accredited investors” as that term is defined in Rule 501 of Regulation D and acquired our Common Stock for investment only and not with a present view toward, or for resale in connection with, the public sale or distribution thereof. Pursuant to the terms of the Securities Purchase Agreement, we agreed to file a registration statement covering the resale of these shares, which we filed on November 27, 2012. |
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Issuances During 2011 |
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In December 2011, a former director of VitaMed, exercised options to purchase 92,057 shares of our Common Stock for an aggregate exercise price of $17,250. |
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In October and November 2011, we converted principal and accrued interest in the aggregate of $849,137 into shares of our Common Stock totaling 20,266,822 and 1,415,136, respectively (as more fully described in NOTE 9). |
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On October 5, 2011, we entered into a Stock Purchase Agreement with Pernix Therapeutics, LLC, a Louisiana limited liability company, or Pernix. Pursuant to the terms of the Stock Purchase Agreement, Pernix agreed to purchase 2,631,579 shares of our Common Stock at a purchase price of $0.38 per share for a total purchase price of $1,000,000. Pernix is a related party. For further details, see NOTE 12 |
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On October 3, 2011, we effected a reverse split of our 16,575,209 issued and outstanding shares of Common Stock on a ratio of 1- for -100, resulting in 165,856 shares issued and outstanding thereafter. |
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Warrants |
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As of December 31, 2013, we had warrants outstanding to purchase an aggregate of 14,293,499 shares of our Common Stock with a weighted-average contractual remaining life of 3.9 years, and exercise prices ranging from $0.24 to $3.20 per share, resulting in a weighted average exercise price of $1.79 per share. |
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The valuation methodology used to determine the fair value of our warrants is the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions, including volatility of the stock price, the risk-free interest rate and the term of the warrant. |
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Warrant Activity During 2013 |
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In January 2013, we granted warrants to purchase 1,250,000 shares of our Common Stock in connection with the issuance of the Revolving Credit Note, or the Plato Warrant, (see NOTE 9). The Plato Warrant has an exercise price of $3.20 per share. The Plato Warrant vested on October 31, 2013 and may be exercised prior to its expiration on January 31, 2019. The Plato Warrant, with a fair value of approximately $1,711,956, was valued on the date of the issuance using a term of six years; a volatility of 44.29%; risk free rate of 0.88%; and a dividend yield of 0%. At December 31, 2013, $260,022 was reported as deferred financing costs included in other current assets in the accompanying consolidated balance sheet and is being amortized over the life of the Plato Note. As of December 31, 2013, $1,451,934 was recorded as financing costs on the accompanying consolidated financial statements. |
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In May 2013, we entered into a consulting agreement with Sancilio & Company, Inc., or SCI, to develop drug platforms to be used in hormone replacement drug products, or the Drug Products. These services include support of our efforts to successfully obtain U.S. Federal Drug Administration, or FDA, approval for the Drug Products, including a vaginal capsule for the treatment of vulvar and vaginal atrophy. In connection with the agreement, SCI agreed to forfeit its rights to receive warrants to purchase 833,000 shares of our Common Stock that were to be granted pursuant to the terms of a prior consulting agreement dated May 17, 2012. As consideration under the agreement, we agreed to grant to SCI a warrant to purchase 850,000 shares of our Common Stock at $2.01 per share that has vested or will vest, as applicable, as follows: |
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| 1 | 283,333 shares were earned on May 11, 2013 upon successful filing of the IND application with the FDA for the Drug Product for an estradiol-based product in a softgel vaginal capsule for the treatment of vulvar and vaginal atrophy; however, pursuant to the terms of the agreement, the shares did not vest until June 30, 2013. The fair value of $405,066 for the shares vested on June 30, 2013 was determined by using the Black-Scholes Model on the date of the vesting using a term of five years; a volatility of 45.89%; risk free rate of 1.12%; and a dividend yield of 0%. We recorded the entire $405,066 as non-cash compensation in the accompanying consolidated financial statements; | | | | | | | | | | | | | | |
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| 2 | 283,333 shares vested on June 30, 2013. The fair value of $462,196 for these shares was determined by using the Black-Scholes Model on the date of the vesting using a term of five years; a volatility of 45.84%; risk free rate of 1.41%; and a dividend yield of 0%. At December 31, 2013 we had $154,068 recorded as prepaid expense-short term and $308,128 recorded as prepaid expense-long term in the accompanying consolidated financial statements. During the year ended December 31, 2013, we recorded $77,034 as non-cash compensation in the accompanying consolidated financial statements; and | | | | | | | | | | | | | | |
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| 3 | 283,334 shares will vest upon the receipt by us of any final FDA approval of a Drug Product that SCI helped us design. It is anticipated that this event will not occur before December 2015. | | | | | | | | | | | | | | |
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Warrant Activity During 2012 |
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In February 2012, we issued an aggregate of 5,685,300 Warrants in connection with the modification of certain existing promissory notes, or the Modification Warrants, and warrants for the purchase of an aggregate of 3,314,700 shares of our Common Stock in connection with the issuance of the February 2012 Notes, or the February 2012 Warrants (see NOTE 9). Both the Modification Warrants and the February 2012 Warrants are exercisable at $0.38 per share. The Modification Warrants have a fair value of $10,505,247, and the February 2012 Warrants have a fair value of $6,124,873. Fair value was determined on the date of the issuance using a term of five years; a volatility of 44.5%; risk free rate of 0.89%; and a dividend yield of 0%. We recorded the fair value of the Modification Warrants as part of the loss on extinguishment of debt in the accompanying consolidated financial statements. The relative fair value of the February 2012 Warrants of $859,647 was recorded as debt discount. As a result of the surrender of the February 2012 Notes on June 19, 2012, we expensed the remaining unamortized debt discount. |
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In March 2012, we issued an aggregate of 31,000 Warrants to five unaffiliated individuals for services rendered. These Warrants were valued on the date of the issuance using a term of five years; a volatility of 44.81%; risk free rate of 1.04%; and a dividend yield of 0%; we recorded $29,736 as consulting expense in the accompanying consolidated financial statements. |
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In May 2012, we issued an aggregate of 1,300,000 Warrants to an unaffiliated entity for services to be rendered over approximately five years beginning in May 2012. Services provided are to include (a) services in support of our drug development efforts, including services in support our ongoing and future drug development and commercialization efforts, regulatory approval efforts, third-party investment and financing efforts, marketing efforts, chemistry, manufacturing and controls efforts, drug launch and post-approval activities, and other intellectual property and know-how transfer associated therewith; (b) services in support of our efforts to successfully obtain New Drug Approval; and (c) other consulting services as mutually agreed upon from time to time in relation to new drug development opportunities. The Warrants were valued at $1,532,228 on the date of the issuance using an exercise price of $2.57; a term of five years; a volatility of 44.71%; risk free rate of 0.74%; and a dividend yield of 0%. At December 31, 2013, we had $360,528 reported as prepaid expense-short term and $593,127 recorded as prepaid expense-long term. During the year ended December 31, 2013 and the year ended December 31, 2012, we recorded $360,528 and $218,045, respectively as non-cash compensation in the accompanying consolidated financial statements. The contract will expire upon the commercial manufacture of a drug product. Based on the review, we have determined that the process will take approximately five years. As a result, we are amortizing the $1,532,228 over five years. |
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In June 2012, we granted aggregate of 7,000,000 Warrants in connection with the issuance of the June 2012 Notes, or the June 2012 Warrants, (see NOTE 9). Of the June 2012 Warrants issued, 6,000,000 are exercisable at $2.00 per share and 1,000,000 are exercisable at $3.00 per share. The fair value of the June 2012 Warrants of $9,424,982 was determined on the date of the issuance using a term of five years; a volatility of 44.64%; risk free rate of 0.75%; and a dividend yield of 0%. The relative fair value of the June 2012 Warrants of $1,649,890 was determined by using the relative fair value calculation method on the date of the issuance. Of the $1,649,890, $547,210 was amortized to interest expense in 2012 and as a result of the repayment of the associated debt on March 21, 2013, we amortized the remaining unamortized debt discount of $1,102,680 to interest expense. |
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In June 2012, we issued an aggregate of 1,500 Warrants to three unaffiliated individuals for services rendered. The Warrants were valued on the date of the issuance using a term of five years; a volatility of 44.78%; risk free rate of 0.72%; and a dividend yield of 0%. A total of $1,656 was recorded as consulting expense in the accompanying consolidated financial statements. |
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Warrant Activity During 2011 |
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In December 2011, we issued 500 Warrants with a fair value of $338 to an unrelated individual for consulting services covered under a three-month agreement. The Warrants were valued on the date of the issuance using a term of 10 years; volatility of 51.83%; risk free rate of 0.91%; and a dividend yield of 0%. The Warrants vested immediately. As of December 31, 2011, of the $338 fair value, $15 was recorded as non-cash compensation and $323 was recorded as prepaid expense on the accompanying consolidated financial statements. |
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In October 2011, we issued 600,000 Warrants with a fair value of $133,045 to an officer of our company for services performed. The Warrants were valued on the date of the issuance using an exercise price of $0.38; a term of 10 years; volatility of 45.94%; risk free rate of 2.23%; and a dividend yield of 0%. The Warrants vest over a 44-month period beginning on November 21, 2011 (or 13,636 shares for months 1-43 and 13,652 shares for month 44). For the years ended December 31, 2013, 2012 and 2011, we recognized $36,284, $36,284 and $7,158, as non-cash compensation in the accompanying consolidated financial statements. |
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In December 2011, we issued 184,211 Warrants with a fair value of $25,980 to an unrelated entity for consulting services covered under a two month agreement. The Warrants were valued on the date of the issuance using an exercise price of $0.38; a term of five years; volatility of 41.04%; risk free rate of 1.08%; and a dividend yield of 0%. For the year ended December 31, 2011, the $25,980 fair value was recorded as financing expense. |
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In December 2011, VitaMed entered into a two-year consulting agreement with an entity providing help to evaluate improvements to existing products and new products as well as services, including research, design, compliance, scientific and regulatory affairs, and commercialization of products. As compensation, the consultant received 800,000 fully vested and non forfeitableWarrants. The Warrants were valued on the date of the issuance using an exercise price of $0.38; a term of 10 years; a volatility of 45.94%; risk free rate of 2.23%; and a dividend yield of 0%. The Warrant vested immediately. The fair value of the warrants was $177,394 at the date of grant and was amortized to research and development expense over the life of the agreement which is when the research and development activities were performed. During the years ended December 31, 2013, 2012 and 2011, we recognized $71,688, $95,582 and $10,124, respectively, in research and development expenses related to this agreement. |
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In July 2011, VitaMed also entered into a one-year consulting agreement with the same consultant, whereby Consultant would assist in the design, development, and distribution efforts of VitaMed’s initial product offering. As compensation, the Consultant received 200,000 fully vested non forfeitable VitaMed Warrants (or a Warrant for 245,485 shares pursuant to the Conversion Ratio). The VitaMed Warrant was valued on the date of the grant at $12,548 using an exercise price of $0.41; a term of five years; a volatility of 39.44%; risk free rate of 1.56%; and a dividend yield of 0%. The Warrant vested immediately. The fair value of the warrants was $12,548 at the date of grant and was amortized to research and development expense over the life of the agreement which is when the research and development activities were performed. During the years ended December 31, 2013, 2012 and 2011, we recognized $0, $6,936 and $5,612 respectively, in research and development expenses related to this agreement. In June 2011, VitaMed issued promissory notes, or the VitaMed Notes, in the aggregate of $500,000 with 500,000 accompanying VitaMed Warrants (or Warrants for an aggregate of 613,718 shares of our Common Stock taking into account the merger). The VitaMed Warrants were valued on the date of the issuance using an exercise price of $0.41; a term of five years; a range of volatility from 39.13% to 39.15%; risk free rate ranging from 1.38-1.65%; and a dividend yield of 0%. The Warrants vested immediately. Although the fair value was $30,993, using the appropriate accounting treatment, $28,719 was recorded as debt discount and fully amortized during 2011 with the amortized amount recorded as interest expense on the accompanying consolidated financial statements. |
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In March 2011, VitaMed entered into a business loan agreement with First United for a $300,000 line of credit for which personal guarantees and cash collateral were required. Personal guarantees and cash collateral limited to $100,000 each were provided by Mr. Finizio, Mr. Milligan, and Reich Family Limited LP (See NOTE 9 for more details). In consideration for the personal guarantees and cash collateral, VitaMed issued an aggregate of 499,998 VitaMed Warrants (or Warrants for an aggregate of 613,713 shares of our Common Stock taking into account the merger). The ten-year Warrants vested at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.24 per share. On November 13, 2012, the outstanding balance was repaid in full and business loan agreement was amended to reflect a $100,000 bank line of credit. As part of the amended line of credit, the personal guarantees and cash collateral were removed for Mr. Finizio and Mr. Milligan. In accordance with the terms of the Warrants, Warrants previously issued to Mr. Finizio and Mr. Milligan were amended to reflect the amount vested prior to the date of the amended line of credit (179,000 each). At December 31, 2013, an aggregate of 562,571 Warrants were vested. The Warrants, with a fair value of $93,969 ($86,139 after adjusting for the effect of the amended line of credit ), were valued on the date of the issuance using a term of 10 years; a volatility of 47.89%; risk free rate of 3.48%; and a dividend yield of 0%. For the years ended December 31, 2013, 2012 and 2011, $2,944, $45,036 and $38,159, respectively was recorded as loan guaranty costs in other income and expense on the accompanying consolidated financial statements. |
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Summary of our Warrant activity and related information for 2011-2013 |
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| | Number of Shares Under Warrants | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life in Years | | | Aggregate Intrinsic Value | |
Balance at December 31, 2010 | | | ─ | | | | | | | | | | | | | |
Issued | | | 3,057,627 | | | $ | 0.36 | | | | 7.9 | | | $ | 3,483,691 | |
Exercised | | | ─ | | | | | | | | | | | | | |
Expired | | | ─ | | | | | | | | | | | | | |
Cancelled | | | ─ | | | | | | | | | | | | | |
Balance at December 31, 2011 | | | 3,057,627 | | | $ | 0.36 | | | | 7.9 | | | $ | 3,483,691 | |
Issued | | | 17,332,500 | | | $ | 1.26 | | | | 4.3 | | | $ | 31,891,150 | |
Exercised | | | (8,145,486 | ) | | $ | 0.38 | | | | | | | | | |
Expired | | | ─ | | | | | | | | | | | | | |
Cancelled | | | (51,142 | ) | | $ | 0.24 | | | | | | | | | |
Balance at December 31, 2012 | | | 12,193,499 | | | $ | 1.63 | | | | | | | $ | 17,971,994 | |
Issued | | | 2,100,000 | | | $ | 2.72 | | | | 4.8 | | | $ | 5,232,500 | |
Exercised | | | ─ | | | | | | | | | | | | | |
Expired | | | ─ | | | | | | | | | | | | | |
Cancelled | | | ─ | | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 14,293,499 | | | $ | 1.79 | | | | 3.9 | | | $ | 48,932,777 | |
Vested and Exercisable at December 31, 2013 | | | 13,764,710 | | | $ | 1.81 | | | | 3.9 | | | $ | 46,840,559 | |
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As of December 31, 2013, we had warrants outstanding with exercise prices ranging from $0.24 to $3.20 per share. As of December 31, 2013, unamortized costs associated with warrants totaled approximately $1,599,000. |
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The weighted average fair value per share of warrants issued and the assumptions used in the Black-Scholes Model during the years ended December 31, 2013, 2012 and 2011 are set forth in the table below. |
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| | 2013 | | | 2012 | | | 2011 | | | | | |
Weighted average fair value | | $ | 2.83 | | | $ | 2.05 | | | $ | 0.16 | | | | | |
Risk-free interest rate | | | 0.88-1.12 | % | | | 0.72-1.04 | % | | | 0.91-3.48 | % | | | | |
Volatility | | | 44.29-45.89 | % | | | 44.64-44.81 | % | | | 39.13-51.83 | % | | | | |
Term (in years) | | | 6-May | | | | 5 | | | | 10-May | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | | |
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The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term. |
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Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the term of the award. Our estimated volatility is an average of the historical volatility of the stock prices of peer entities whose stock prices were publicly available. Our calculation of estimated volatility is based on historical stock prices over a period equal to the term of the awards. We used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2011-2013. |
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Options to Purchase Common Stock of the Company |
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In 2009, we adopted the 2009 Long Term Incentive Compensation Plan, or the 2009 Plan, to provide financial incentives to employees, directors, advisers, and consultants of our company who are able to contribute towards the creation of or who have created shareholder value by providing them stock options and other stock and cash incentives, or the Awards. The Awards available under the 2009 Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards as described in the 2009 Plan. There are 25,000,000 shares authorized for issuance thereunder. Prior to the merger, no awards had been issued under the 2009 Plan. As of December 31, 2013 there were 13,632,742 shares of our Common Stock issued under the 2009 Plan. |
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On February 23, 2012, we adopted the 2012 Stock Incentive Plan, or the 2012 Plan, a non-qualified plan that was amended in August 2013. The 2012 Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers, directors, and certain consultants and advisors of our company. There are 10,000,000 shares of our Common Stock authorized for issuance thereunder. As of December 31, 2013, there were 2,650,000 shares issued under the 2012 Plan. |
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The valuation methodology used to determine the fair value of stock options is the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the risk-free interest rate, and the expected life of the stock options. The assumptions used in the Black-Scholes Model during the years ended December 31, 2013 are set forth in the table below. |
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| | 2013 | | | 2012 | | | 2011 | | | | | |
Risk-free interest rate | | | 0.65-1.71 | % | | | 0.61-2.23 | % | | | 0.91-2.54 | % | | | | |
Volatility | | | 33.35-45.76 | % | | | 40.77-46.01 | % | | | 37.92-40.48 | % | | | | |
Term (in years) | | | 5-6.25 | | | | 5-6.25 | | | | 5.5-6.25 | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | | |
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The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected life. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the term of the award. Our estimated volatility is an average of the historical volatility of the stock prices of our peer entities whose stock prices were publicly available. Our calculation of estimated volatility is based on historical stock prices over a period equal to the term of the awards. We used the historical volatility of our peer entities due to the lack of sufficient historical data on our stock price. The average expected life is based on the contractual term of the option using the simplified method. |
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A summary of activity under the 2009 and 2012 Plans and related information for 2011-2013 follows: |
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| | Number of Shares Under Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life in Years | | | Aggregate Intrinsic Value | |
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Balance at December 31, 2010 | | | ─ | | | | | | | | | | | | | |
Granted(1) | | | 10,682,218 | | | $ | 0.16 | | | | 7.6 | | | $ | 14,188,484 | |
Exercised | | | (92,057 | ) | | $ | 0.19 | | | | | | | | | |
Expired | | | ─ | | | | | | | | | | | | | |
Cancelled | | | ─ | | | | | | | | | | | | | |
Balance at December 31, 2011 | | | 10,590,161 | | | $ | 0.16 | | | | 7.6 | | | $ | 14,067,649 | |
Granted | | | 5,121,250 | | | $ | 2.8 | | | | 9.7 | | | $ | 1,737,530 | |
Exercised | | | (1,931,788 | ) | | $ | 0.13 | | | | | | | | | |
Expired | | | ─ | | | | | | | | | | | | | |
Cancelled | | | (46,135 | ) | | | | | | | | | | | | |
Balance at December 31, 2012 | | | 13,733,488 | | | $ | 1.16 | | | | 7.7 | | | $ | 26,804,117 | |
Granted | | | 2,583,677 | | | $ | 3.31 | | | | 9.8 | | | $ | 4,920,981 | |
Exercised | | | (75,423 | ) | | | | | | | | | | | | |
Expired | | | (250 | ) | | | | | | | | | | | | |
Cancelled | | | (608,750 | ) | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 15,632,742 | | | $ | 1.44 | | | | 7.2 | | | $ | 58,878,132 | |
Vested and Exercisable at December 31, 2013 | | | 11,282,627 | | | $ | 0.8 | | | | 6.5 | | | $ | 48,321,930 | |
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(1)This includes (i) VitaMed Options granted between October 2008 and December 31, 2010 for an aggregate of 7,639,722 Units, of which 16,000 were canceled prior to conversion (or Options for 9,357,561 shares per the Conversion Ratio), (ii) VitaMed Options granted between January 1, 2011 and October 3, 2011 for an aggregate of 621,000 Units (or Options for 762,235 shares per the Conversion Ratio) and (iii) Options granted between October 4, 2011 and December 31, 2011 for an aggregate of 562,422 shares. The terms and conditions of the VitaMed Options were reflected in the replacement Options including the number of shares vested. |
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At December 31, 2013, our outstanding options had exercise prices ranging from $0.10 to $4.67 per share. |
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Share-based compensation expense for options recognized in our results for the years ended December 31, 2013, 2012, and 2011 ($3,200,655, $1,832,061, and $183,355, respectively) is based on awards vested and we estimated no forfeitures. ASC 718-10 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. |
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At December 31, 2013, total unrecognized estimated compensation expense related to unvested options granted prior to that date was approximately $3,921,000, which is expected to be recognized over a weighted-average period of 1.3 years. No tax benefit was realized due to a continued pattern of operating losses. At December 31, 2012 and 2011, total unrecognized estimated compensation expense related to unvested options granted prior to that date was approximately $4,391,000 and $244,000, respectively. |
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In December 2013, we issued a restricted stock unit, or the RSU, under our 2012 Plan to an officer for the purchase of 50,000 shares of our Common Stock. The RSU will vest on April 1, 2014 and has a fair value of $233,500. As of December 31, 2013, we recorded $53,428 of non-cash compensation. |
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