STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY |
|
Preferred Stock |
|
At December 31, 2014, we had 10,000,000 shares of Preferred Stock, par value $0.001, authorized for issuance, of which no shares of Preferred Stock were issued or outstanding. |
|
Common Stock |
|
At December 31, 2014, we had 250,000,000 shares of Common Stock, par value $0.001, authorized for issuance, of which 156,097,019 shares of our Common Stock were issued and outstanding. |
|
Issuances During 2014 |
|
On July 29, 2014, we entered into an underwriting agreement with Goldman Sachs & Co, as the representative of the underwriters named therein, or the Goldman Sachs Underwriters, relating to an underwritten public offering of 8,565,310 shares of our Common Stock. The price to the public in the offering was $4.67 per share. Under the terms of the underwriting agreement, we granted the Goldman Sachs Underwriters a 30-day option to purchase up to an additional 1,284,796 shares of our Common Stock. On July 30, 2014, the Goldman Sachs Underwriters exercised their option to purchase the additional 1,284,796 shares of our Common Stock. Net proceeds from this offering were approximately $42.8 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. The offering closed on August 4, 2014. |
|
During the year ended December 31, 2014, certain individuals exercised stock options to purchase 860,800 shares of our Common Stock. Stock options to purchase shares of our Common Stock were exercised as follows: (i) 724,193 options for $345,746 in cash and (ii) 136,607 options, pursuant to the stock options’ cashless provision, wherein 130,380 shares of Common Stock were issued. In addition, during 2014, we issued 50,000 shares of Common Stock to an employee upon the vesting of restricted stock units that were granted in December 2013. |
|
During the year ended December 31, 2014, certain individuals exercised warrants to purchase 365,583 shares of our Common Stock for $181,000 in cash. |
|
Issuances During 2013 |
|
On March 14, 2013, we entered into an underwriting agreement with Jefferies LLC 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. 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, which were issued on April 18, 2013. The net proceeds to us from this offering were approximately $48.5 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. |
|
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. 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. |
|
During 2013 certain individuals exercised stock options to purchase an aggregate of 75,423 shares of our Common Stock for approximately $31,000. |
|
Issuances During 2012 |
|
During June 2012, we settled $3,102,000 in principal and accrued interest of the February 2012 Notes in exchange for the holders’ exercise of a portion of the related warrants for an aggregate of 8,145,486 shares of Common Stock. During June 2012, we and the holders 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 Common Stock at $0.38 per share. |
|
In September 2012, we entered into a Securities Purchase Agreement with multiple investors, relating to the issuance and sale of 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 Common Stock at $2.15 per share, for an aggregate purchase price of $8,500,001. In connection with the private placement, Jefferies LLC 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. Pursuant to the terms of the Securities Purchase Agreement, we agreed to file a registration statement covering the resale of these shares, which was filed on November 27, 2012. |
|
During the year ended December 31, 2012, certain individuals exercised stock options to purchase 1,958,216 shares of Common Stock. Stock options to purchase shares of Common Stock were exercised as follows: (i) 1,691,393 options for $191,000 in cash and (ii) 266,823 options, pursuant to the stock options’ cashless provision, wherein 240,395 shares of Common Stock were issued. |
|
Warrants to Purchase Common Stock |
|
As of December 31, 2014, we had warrants outstanding to purchase an aggregate of 13,927,916 shares of our Common Stock with a weighted-average contractual remaining life of 3.0 years, and exercise prices ranging from $0.24 to $3.20 per share, resulting in a weighted average exercise price of $1.82 per share. |
|
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. |
|
Warrant Activity During 2014 |
|
During the year ended December 31, 2014, we did not issue any warrants. As of December 31, 2014, unamortized costs associated with the Sancilio & Company, Inc., or SCI warrants issued in 2013 and 2012 totaled approximately $875,600. |
|
Warrant Activity During 2013 |
|
In January 2013, we issued 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 10 above for more details). 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 grant using a term of six years; a volatility of 44.29%; risk free rate of 0.88%; and a dividend yield of 0%. During the years ended December 31, 2014 and 2013, $260,027 and $1,451,934, respectively, was recorded as financing costs in connection with the issuance of the Plato Warrant on the accompanying consolidated financial statements. |
|
In May 2013, we entered into a consulting agreement with SCI, to develop drug platforms to be used in our hormone replacement drug candidates. These services include support of our efforts to successfully obtain U.S. Food and Drug Administration, or the FDA, approval for our drug candidates, including a vaginal capsule for the treatment of vulvar and vaginal atrophy, or VVA. 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 issue 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: |
|
| 1 | 283,333 shares were earned on May 11, 2013 upon acceptance of an Investigational New Drug application by the FDA for an estradiol-based drug candidate in a softgel vaginal capsule for the treatment of VVA; however, pursuant to the terms of the consulting 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 vesting using a term of 5 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 as of June 30, 2013; | | | | | | | | | | | | | | |
|
| 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 5 years; a volatility of 45.84%; risk free rate of 1.41%; and a dividend yield of 0%. As of December 31, 2014, we recorded $154,068 as prepaid expense-short term and $77,026 as prepaid expense-long term in the accompanying consolidated financial statements. During the years ended December 31 2014 and 2013, we recorded $154,068 and $77,034, respectively, as non-cash compensation in the accompanying consolidated financial statements; and | | | | | | | | | | | | | | |
|
| 3 | 283,334 shares will vest upon the receipt by us of any final FDA approval of a drug candidate that SCI helped us design. It is anticipated that this event will not occur before December 2015. | | | | | | | | | | | | | | |
|
Warrant Activity During 2012 |
|
In February 2012, we issued warrants for the purchase of an aggregate of 5,685,300 shares of Common Stock 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. |
|
Warrant Activity During 2012 |
|
In March 2012, we issued warrants to purchase an aggregate of 31,000 shares of Common Stock 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. |
|
In May 2012, we issued warrants to purchase an aggregate of 1,300,000 shares of Common Stock 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, 2014, we had $257,796 reported as prepaid expense-short term and $386,694 recorded as prepaid expense-long term. During the years ended December 31, 2014, 2013 and 2012, we recorded $309,165, $360,528 and $218,045, respectively as non-cash compensation with respect to these warrants in the accompanying consolidated financial statements. The contract will expire upon the commercial manufacture of a drug product. We have determined that the process will take approximately five years. As a result, we are amortizing the $1,532,228 over five years. |
|
In June 2012, we issued warrant to purchase aggregate of 7,000,000 shares of Common Stock 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. $547,210 was amortized to interest expense in 2012 and as a result of the repayment of the associated debt on March 21, 2013, the remaining unamortized debt discount of $1,102,680 was amortized to interest expense. |
|
In June 2012, we issued warrants to purchase an aggregate of 1,500 shares of Common Stock 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. |
|
Summary of our Warrant activity and related information for 2012-2014 |
|
| | Number of Shares Under Warrants | | Weighted Average Exercise Price | | Weighted | | Aggregate |
Average | Intrinsic Value |
Remaining | |
Contractual | |
Life in Years | |
Balance at December 31, 2011 | | | 3,057,627 | | | $ | 0.36 | | | | 7.9 | | | $ | 3,483,691 | |
Issued | | | 17,332,500 | | | $ | 1.26 | | | | | | | | | |
Exercised | | | (8,145,486 | ) | | $ | 0.38 | | | | | | | | | |
Expired | | | — | | | | | | | | | | | | | |
Cancelled | | | (51,142 | ) | | $ | 0.24 | | | | | | | | | |
Balance at December 31, 2012 | | | 12,193,499 | | | $ | 1.63 | | | | 4.8 | | | $ | 17,971,994 | |
Issued | | | 2,100,000 | | | $ | 2.72 | | | | | | | | | |
Exercised | | | — | | | | | | | | | | | | | |
Expired | | | — | | | | | | | | | | | | | |
Cancelled | | | — | | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 14,293,499 | | | $ | 1.79 | | | | 3.9 | | | $ | 48,932,777 | |
Issued | | | — | | | | | | | | | | | | | |
Exercised | | | (365,583 | ) | | $ | 0.5 | | | | | | | | | |
Expired | | | — | | | | | | | | | | | | | |
Cancelled | | | — | | | | | | | | | | | | | |
Balance at December 31, 2014 | | | 13,927,916 | | | $ | 1.82 | | | | 3 | | | $ | 36,623,875 | |
Vested and Exercisable at December 31, 2014 | | | 13,562,764 | | | $ | 1.83 | | | | 2.9 | | | $ | 35,599,540 | |
|
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, 2014, 2013 and 2012 are set forth in the table below. |
|
| | 2014 | | 2013 | | 2012 | | | | |
Weighted average fair value | | $ | — | | | $ | 2.83 | | | $ | 2.05 | | | | | |
Risk-free interest rate | | | — | % | | | 0.88-1.12 | % | | | 0.72-1.04 | % | | | | |
Volatility | | | — | % | | | 44.29-45.89 | % | | | 44.64-44.81 | % | | | | |
Term (in years) | | | — | | | | 6-May | | | | 5 | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | | |
|
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. |
|
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 peer entities due to the lack of sufficient historical data of our stock price during 2011-2014. |
|
Options to Purchase Common Stock of the Company |
|
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 stockholder 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 with VitaMed, no Awards had been issued under the 2009 Plan. As of December 31, 2014, there were Awards for 18,246,625 shares of our Common Stock issued under the 2009 Plan. |
|
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, 2014, there were awards for 2,600,000 shares issued under the 2012 Plan. |
|
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, 2014, 2013 and 2012 are set forth in the table below. |
|
| | 2014 | | 2013 | | 2012 | | | | |
Risk-free interest rate | | | 0.07-1.77 | % | | | 0.65-1.71 | % | | | 0.61-2.23 | % | | | | |
Volatility | | | 68.05-82.29 | % | | | 33.35-45.76 | % | | | 40.77-46.01 | % | | | | |
Term (in years) | | | 0.5-6.25 | | | | 5-6.25 | | | | 5-6.25 | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | | |
|
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 the price of Common Stock 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. |
|
A summary of activity under the 2009 and 2012 Plans and related information for 2012-2014 follows: |
|
| | Number of Shares Under Options | | Weighted Average Exercise Price | | Weighted | | Aggregate |
Average | Intrinsic Value |
Remaining | |
Contractual | |
Life in Years | |
Balance at December 31, 2011 | | | 10,590,161 | | | $ | 0.16 | | | | 7.6 | | | $ | 14,067,649 | |
Granted | | | 5,121,250 | | | $ | 2.8 | | | | | | | | | |
Exercised | | | (1,931,788 | ) | | | | | | | | | | | | |
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 | | | | | | | | | |
Exercised | | | (75,423 | ) | | | | | | | | | | | | |
Expired | | | (250 | ) | | | | | | | | | | | | |
Cancelled | | | (608,750 | ) | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 15,632,742 | | | $ | 1.44 | | | | 7.2 | | | $ | 58,878,132 | |
Granted | | | 2,442,000 | | | $ | 4.71 | | | | | | | | | |
Exercised | | | (854,573 | ) | | | | | | | | | | | | |
Expired | | | (250 | ) | | | | | | | | | | | | |
Cancelled | | | (427,476 | ) | | | | | | | | | | | | |
Balance at December 31, 2014 | | | 16,792,443 | | | $ | 1.88 | | | | 6.9 | | | $ | 43,996,311 | |
Vested and Exercisable at December 31, 2014 | | | 13,276,462 | | | $ | 1.39 | | | | 5.5 | | | $ | 40,720,977 | |
|
At December 31, 2014, our outstanding options had exercise prices ranging from $0.10 to $5.21 per share. |
|
Share-based compensation expense for options recognized in our results for the years ended December 31, 2014, 2013, and 2012 ($4,393,455, $3,200,655 and $1,832,061, 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. |
|
At December 31, 2014, total unrecognized estimated compensation expense related to unvested options granted prior to that date was approximately $5,160,000, which is expected to be recognized over a weighted-average period of 2.9 years. No tax benefit was realized due to a continued pattern of operating losses. At December 31, 2013 and 2012, total unrecognized estimated compensation expense related to unvested options granted prior to that date was approximately $3,921,000 and $4,391,000, respectively. |
|
In December 2013, we granted a restricted stock unit, or the RSU, under our 2012 Plan to an employee of 50,000 shares of our Common Stock having a fair value of $233,500. During the years ended December 31, 2014 and 2013, we recorded $53,428 and $180,072, respectively, of non-cash compensation related to the RSU on the accompanying consolidated financial statements. The RSU vested and the shares of Common Stock underlying the RSU were issued in June 2014. |