C. STOCKHOLDERS' EQUITY | Stock options, stock bonuses and compensation granted by the Company as of March 31, 2018 are as follows: Name of Plan Total Shares Reserved Under Plans Shares Reserved for Outstanding Options Shares Issued Remaining Options/Shares Under Plans Incentive Stock Options Plans 138,400 123,558 N/A 385 Non-Qualified Stock Option Plans 1,187,200 1,100,814 N/A 45,341 Stock Bonus Plans 383,760 N/A 248,475 135,252 Stock Compensation Plan 134,000 N/A 115,590 18,410 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Stock options, stock bonuses and compensation granted by the Company as of September 30, 2017 are as follows: Name of Plan Total Shares Reserved Under Plans Shares Reserved for Outstanding Options Shares Issued Remaining Options/Shares Under Plans Incentive Stock Option Plans 138,400 124,758 N/A 454 Non-Qualified Stock Option Plans 1,187,200 1,115,086 N/A 42,830 Bonus Plans 383,760 N/A 206,390 177,337 Stock Compensation Plan 134,000 N/A 115,590 18,410 Incentive Stock Bonus Plan 640,000 N/A 624,000 16,000 Stock option activity Six Months Ended March 31, 2018 2017 Granted 10,300 - Expired 24,379 15,281 Forfeited 1,393 1,061 Three Months Ended March 31, 2018 2017 Granted - - Expired 584 200 Forfeited 6,856 1,061 Stock-Based Compensation Expense Six months Ended March 31, 2018 2017 Employees $ 1,727,915 $ 677,755 Non-employees $ 157,991 $ 112,778 Three months Ended March 31, 2018 2017 Employees $ 279,817 $ 365,380 Non-employees $ 115,649 $ 34,225 Employee compensation expense includes the expense related to options issued or vested and restricted stock. The increase in employee’s expense in 2018 is primarily due to an increase of approximately $1.1 million in equity based compensation related to the Company’s shareholder approved 2014 Incentive Stock Bonus Plan. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of their service contracts. Stock based compensation expense is included in general and administrative expenses on the statements of operations. Warrants and Non-employee Options The following chart presents the outstanding warrants and non-employee options, listed by expiration date at March 31, 2018: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Reference Series DD 12/8/2016 1,360,960 $4.50 7/1/2018 1 Series EE 12/8/2016 1,360,960 $4.50 7/1/2018 1 Series N 8/18/2008 85,339 $3.00 8/18/2018 * Series S 10/11/13- 10/24/14 1,037,120 $3.00 10/11/2018 1 Series V 5/28/2015 810,127 $19.75 5/28/2020 1 Series W 10/28/2015 688,930 $16.75 10/28/2020 1 Series X 1/13/2016 120,000 $9.25 1/13/2021 * Series Y 2/15/2016 26,000 $12.00 2/15/2021 * Series ZZ 5/23/2016 20,000 $13.75 5/18/2021 1 Series BB 8/26/2016 16,000 $13.75 8/22/2021 1 Series Z 5/23/2016 264,000 $13.75 11/23/2021 1 Series FF 12/8/2016 68,048 $3.91 12/1/2021 1 Series CC 12/8/2016 680,480 $5.00 12/8/2021 1 Series HH 2/23/2017 20,000 $3.13 2/16/2022 1 Series AA 8/26/2016 200,000 $13.75 2/22/2022 1 Series JJ 3/14/2017 30,000 $3.13 3/8/2022 1 Series LL 4/30/2017 26,398 $3.59 4/30/2022 1 Series MM 6/22/2017 893,491 $1.86 6/22/2022 * Series NN 7/24/2017 539,300 $2.52 7/24/2022 * Series OO 7/31/2017 60,000 $2.52 7/31/2022 * Series QQ 8/22/2017 87,500 $2.50 8/22/2022 * Series GG 2/23/2017 400,000 $3.00 8/23/2022 1 Series II 3/14/2017 600,000 $3.00 9/14/2022 1 Series RR 10/30/2017 583,057 $1.65 10/30/2022 2 Series KK 5/3/2017 395,970 $3.04 11/3/2022 1 Series SS 12/19/2017 1,289,478 $2.09 12/18/2022 2 Series TT 2/5/2018 1,875,860 $2.24 2/5/2023 2 Series PP 8/28/2017 1,750,000 $2.30 2/28/2023 * Consultants 7/1/15- 7/28/17 38,400 $2.18- $16.50 6/30/18- 7/27/27 3 *No current period changes occurred relating to these warrants. 1. Derivative Liabilities The table below presents the warrant liabilities and their respective balances at the balance sheet dates: March 31, 2018 September 30, 2017 Series S warrants $ 20,847 $ 32,773 Series V warrants 76,457 72,912 Series W warrants 107,885 83,754 Series Z warrants 69,122 77,216 Series ZZ warrants 4,564 4,753 Series AA warrants 56,411 65,087 Series BB warrants 4,029 4,322 Series CC warrants 352,301 394,220 Series DD warrants 36 5,492 Series EE warrants 36 5,492 Series FF warrants 39,853 47,154 Series GG warrants 304,754 342,173 Series HH warrants 13,331 16,014 Series II warrants 461,028 511,636 Series JJ warrants 20,193 24,203 Series KK warrants 308,796 345,720 Series LL warrants 17,174 20,481 Total warrant liabilities $ 1,856,817 $ 2,053,402 The table below presents the gains and (losses) on the warrant liabilities for the six months ended March 31: 2018 2017 Series S Warrants $ 11,927 $ 2,579,836 Series V warrants (3,547 ) 1,417,721 Series W warrants (24,131 ) 1,609,415 Series Z warrants 8,095 828,263 Series ZZ warrants 189 61,195 Series AA warrants 8,676 646,665 Series BB warrants 293 50,338 Series CC warrants 41,919 429,869 Series DD warrants 5,456 413,948 Series EE warrants 5,456 512,238 Series FF warrants 7,301 47,166 Series GG warrants 37,419 108,211 Series HH warrants 2,683 5,340 Series II warrants 50,608 161,419 Series JJ warrants 4,010 7,988 Series KK warrants 36,924 - Series LL warrants 3,307 - Net gain on warrant liabilities $ 196,585 $ 8,879,612 The table below presents the gains and (losses) on the warrant liabilities for the three months ended March 31: 2018 2017 Series S Warrants $ (1,141 ) $ (41,485 ) Series V warrants 94,766 - Series W warrants 105,336 (58,189 ) Series Z warrants 63,630 (40,524 ) Series ZZ warrants 3,532 (2,689 ) Series AA warrants 56,036 (32,904 ) Series BB warrants 2,924 (2,334 ) Series CC warrants 238,740 (174,623 ) Series DD warrants (27 ) 43,029 Series EE warrants (27 ) (2,365 ) Series FF warrants 25,348 (19,574 ) Series GG warrants 152,551 108,211 Series HH warrants 8,345 5,340 Series II warrants 229,414 161,419 Series JJ warrants 12,552 7,988 Series KK warrants 151,951 - Series LL warrants 10,885 - Net gain (loss) on warrant liabilities $ 1,154,815 $ (48,700 ) The Company reviews all outstanding warrants in accordance with the requirements of ASC 815. This topic provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The warrant agreements provide for adjustments to the exercise price for certain dilutive events. Under the provisions of ASC 815, the warrants are not considered indexed to the Company’s stock because future equity offerings or sales of the Company’s stock are not an input to the fair value of a “fixed-for-fixed” option on equity shares, and equity classification is therefore precluded. In accordance with ASC 815, derivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration. Any change in fair value between the respective reporting dates is recognized as a gain or loss in the accompanying statements of operations. Changes in Liability Classified Warrants On January 12, 2018, the exercise price of the Company’s outstanding Series S warrants that are publicly traded under the symbol “CVM WS” on the NYSE American, was changed to $3.00 per share for a three month period which will end on April 12, 2018. On April 3, 2018, the price was reduced to $1.75 and was extended through June 11, 2018. (See Note J, “Subsequent Events”). After this date, the exercise price will revert back to $31.25 per share of common stock. This modification was reflected in the fair value measurement of the warrants. Twenty-five (25) Series S warrants are required to purchase one share of common stock. The Series S warrants expire on October 11, 2018. On February 23, 2018, the Company extended the expiration date of its Series DD and Series EE warrants to July 1, 2018. This modification was reflected in the fair value measurement of the warrants. On October 17, 2017, 17,821 Series U warrants, with an exercise price of $43.75 expired. The fair value of the Series U warrants was $0 on the date of expiration. On December 6, 2016, 105,000 Series R warrants, with an exercise price of $100.00, expired. The fair value of the Series R warrants was $0 on the date of expiration. 2. Issuance of Equity Warrants Series TT Warrants On February 5, 2018, the Company sold 2,501,145 shares of its common stock at a price of $1.87 per share for total proceeds of approximately $4.7 million. The common stock is restricted unless registered. The purchasers of the common stock also received Series TT warrants which allow the purchasers to acquire up to 1,875,860 shares of the Company’s common stock. The warrants are exercisable at a fixed price of $2.24 per share, will not be exercisable for 6 months and one day and expire on February 5, 2023. Shares issuable upon the exercise of the warrants are restricted securities unless registered. The shares and warrants were registered on February 28, 2018. The Company allocated the proceeds received to the shares and the Series TT warrants on a relative fair value basis. As a result of such allocation, the Company determined the relative fair value of the Series TT warrants to be approximately $1.56 million. The Series TT warrants qualify for equity treatment in accordance with ASC 815. Series SS Warrants On December 19, 2017 the Company received subscription agreements for the purchase of 1,289,478 shares of its common stock at a price of $1.90 in the principal amount of $2.45 million. The purchasers of the common stock also received Series SS warrants which allow the purchasers to acquire up to 1,289,478 shares of the Company’s common stock. The warrants are exercisable at a fixed price of $2.09 per share, are exercisable on June 20, 2018 and will expire on December 18, 2022. Shares issuable upon the exercise of the warrants will be restricted securities unless registered. The shares and warrants were registered on January 23, 2018. The Company allocated the proceeds received to the shares and the Series SS warrants on a relative fair value basis. As a result of such allocation, the Company determined the relative fair value of the Series SS warrants to be approximately $1.0 million. The Series SS warrants qualify for equity treatment in accordance with ASC 815. Series RR Warrants On October 30, 2017, holders of convertible notes in the principal amount of $1.1 million issued in June 2017 and holders of convertible notes in the principal amount of $1.2 million issued in July 2017 agreed to extend the maturity date of these notes to September 21, 2018. In consideration for the extension of the maturity date of the convertible notes, the Company issued a total of 583,057 Series RR warrants to the convertible note holders that agreed to the extension. Each Series RR warrant entitles the holder to purchase one share of the Company’s common stock. The Series RR warrants may be exercised at any time on or before October 30, 2022 at an exercise price of $1.65 per share. The Series RR warrants were recorded at approximately $0.7 million, the relative fair value on the date of issuance, as described in Note F. 3. Options and shares issued to Consultants The Company typically enters into consulting arrangements in exchange for common stock or stock options. During the six and three months ended March 31, 2018, the Company issued 137,787 and 124,082 shares of common stock respectively, all of which were restricted shares. During the six and three months ended March 31, 2017, the Company issued 18,999 and 4,100 shares of common stock, respectively, of which 10,800 and 0 were restricted shares. The weighted average grant date fair value of the shares issued to consultants during the six months ended March 31, 2018 and 2017, was $1.84 and $4.45 respectively. The aggregate values of the issuances of restricted common stock and common stock options are recorded as prepaid expenses and are charged to general and administrative expenses over the periods of service. During the six and three months ended March 31, 2018, the Company recorded total expense of approximately $158,000 and $116,000, respectively, relating to these consulting agreements. During the six and three months ended March 31, 2017, the Company recorded total expense of approximately $113,000 and $34,000, respectively, relating to these consulting agreements. At March 31, 2018 and September 30, 2017, approximately $141,000 and $45,000, respectively, are included in prepaid expenses. As of March 31, 2018, the Company had 38,400 options outstanding, which were issued to consultants as payment for services. All off these options were vested and all were issued from the Non-Qualified Stock Option plans. Other Equity Transactions Effective January 1, 2018, the Company entered into a Securities Purchase Agreement with Ergomed plc, the Company’s Clinical Research Provider, to facilitate a partial payment of the accounts payable balances due Ergomed. Under the Agreement, the Company issued Ergomed 660,000 shares, with a fair market value of approximately $1.3 million, as a forbearance fee in exchange for Ergomed’s agreement to provisionally forbear collection of the payables in an amount equal to the net proceeds from the resales of the shares issued to Ergomed. During the quarter ended March 31, 2018, the Company recorded the full amount of the expense upon issuance, offset by amounts realized through the resale by Ergomed of 269,333 shares for approximately $0.5 million and the corresponding reduction of the payables resulting in a net expense of approximately $0.8 million. As of March 31, 2018, Ergomed holds the remaining 390,667 shares and may resell the shares or return the shares to the Company for cancellation until December 31, 2018. On August 15, 2017, the Company entered into a similar Securities Purchase Agreement with Ergomed plc, whereby the Company issued Ergomed 480,000 shares, with a fair market value of approximately $1.3 million, as a forbearance fee in exchange for Ergomed’s agreement to provisionally forbear collection of the payables in an amount equal to the net proceeds from the resales of the shares issued to Ergomed. During the year ended September 30, 2017, the Company recorded the full amount of the expense upon issuance, offset by amounts realized through the resale of 64,792 shares and the corresponding reduction of the payables, for a net expense of $1.2 million. During the quarter ended December 31, 2017, the Company realized approximately $0.7 million through the resale of the remaining 415,208 shares and reduced the payables and interest expense by that amount. |