5. WARRANTS AND NON-EMPLOYEE OPTIONS | The following warrants and non-employee options are outstanding at September 30, 2019: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Series N 8/18/2008 $ 85,339 $ 3.00 2/18/2020 Series V 5/28/2015 810,127 $ 19.75 5/28/2020 Series UU 6/11/2018 154,810 $ 2.80 6/11/2020 Series W 10/28/2015 688,930 $ 16.75 10/28/2020 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 Series BB 8/26/2016 16,000 $ 13.75 8/22/2021 Series Z 5/23/2016 264,000 $ 13.75 11/23/2021 Series FF 12/8/2016 68,048 $ 3.91 12/1/2021 Series CC 12/8/2016 277,463 $ 5.00 12/8/2021 Series HH 2/23/2017 6,500 $ 3.13 2/16/2022 Series AA 8/26/2016 200,000 $ 13.75 2/22/2022 Series JJ 3/14/2017 9,450 $ 3.13 3/8/2022 Series LL 4/30/2017 26,398 $ 3.59 4/30/2022 Series MM 6/22/2017 893,491 $ 1.86 6/22/2022 Series NN 7/24/2017 473,798 $ 2.52 7/24/2022 Series OO 7/31/2017 50,000 $ 2.52 7/31/2022 Series RR 10/30/2017 457,116 $ 1.65 10/30/2022 Series SS 12/19/2017 482,644 $ 2.09 12/18/2022 Series TT 2/5/2018 559,689 $ 2.24 2/5/2023 Series VV 7/2/2018 82,500 $ 1.75 1/2/2024 Consultants 7/28/17 10,000 $ 2.18 7/27/2027 The following warrants and non-employee options were outstanding at September 30, 2018: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Series S 10/11/13- 10/24/14 327,729 $ 31.25 10/11/2018 Series DD 12/8/2016 1,360,960 $ 4.50 12/10/2018 Series EE 12/8/2016 1,360,960 $ 4.50 12/10/2018 Series N 8/18/2008 85,339 $ 3.00 2/18/2020 Series V 5/28/2015 810,127 $ 19.75 5/28/2020 Series UU 6/11/2018 187,562 $ 2.80 6/11/2020 Series W 10/28/2015 688,930 $ 16.75 10/28/2020 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 Series BB 8/26/2016 16,000 $ 13.75 8/22/2021 Series Z 5/23/2016 264,000 $ 13.75 11/23/2021 Series FF 12/8/2016 68,048 $ 3.91 12/1/2021 Series CC 12/8/2016 680,480 $ 5.00 12/8/2021 Series HH 2/23/2017 20,000 $ 3.13 2/16/2022 Series AA 8/26/2016 200,000 $ 13.75 2/22/2022 Series JJ 3/14/2017 30,000 $ 3.13 3/8/2022 Series LL 4/30/2017 26,398 $ 3.59 4/30/2022 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 3,500 $ 2.50 8/22/2022 Series GG 2/23/2017 200,000 $ 3.00 8/23/2022 Series II 3/14/2017 216,500 $ 3.00 9/14/2022 Series RR 10/30/2017 555,370 $ 1.65 10/30/2022 Series KK 5/3/2017 213,870 $ 3.04 11/3/2022 Series SS 12/19/2017 960,530 $ 2.09 12/18/2022 Series TT 2/5/2018 1,296,877 $ 2.24 2/5/2023 Series PP 8/28/2017 172,500 $ 2.30 2/28/2023 Series WW 7/2/2018 195,000 $ 1.63 6/28/2023 Series VV 7/2/2018 3,900,000 $ 1.75 1/2/2024 Consultants 1/1/16 - 7/28/17 30,400 $ 2.18- $11.50 12/31/18- 7/27/27 1. Warrant Liabilities Warrant liabilities outstanding at September 30 are as follows: 2019 2018 Series S warrants $ - $ 33 Series V warrants 674,442 770,436 Series W warrants 1,193,507 999,081 Series Z warrants 1,109,545 487,767 Series ZZ warrants 77,638 34,215 Series AA warrants 916,908 380,474 Series BB warrants 63,966 28,456 Series CC warrants 1,710,898 1,779,724 Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants 446,185 188,921 Series GG warrants - 607,228 Series HH warrants 45,657 58,816 Series II warrants - 660,135 Series JJ warrants 66,599 88,642 Series KK warrants - 656,930 Series LL warrants 182,965 77,632 Total warrant liabilities $ 6,488,310 $ 9,317,064 The (losses)/gains on the warrant liabilities for the years ended September 30 are as follows: 2019 2018 Series S Warrants $ 33 $ (751,378 ) Series V warrants 95,994 (697,526 ) Series W warrants (194,426 ) (915,327 ) Series Z warrants (621,778 ) (410,551 ) Series ZZ warrants (43,423 ) (29,461 ) Series AA warrants (536,434 ) (315,387 ) Series BB warrants (35,510 ) (24,134 ) Series CC warrants (1,198,836 ) (1,385,504 ) Series DD warrants 1,249,287 (1,243,795 ) Series EE warrants 1,249,287 (1,243,795 ) Series FF warrants (257,264 ) (141,767 ) Series GG warrants 195,228 (408,555 ) Series HH warrants (24,465 ) (42,802 ) Series II warrants (442,040 ) (462,519 ) Series JJ warrants (35,301 ) (64,439 ) Series KK warrants (55,622 ) (449,470 ) Series LL warrants (105,333 ) (57,151 ) Net loss on warrant liabilities $ (760,603 ) $ (8,643,561 ) 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 periods is recognized as a gain or loss in the statement of operations. Exercise of Warrant Liabilities The following warrants recorded as liabilities were exercised during the year ended September 30, 2019: Warrants Warrants Exercised Exercise Price Proceeds Series CC 403,017 $ 5.00 $ 2,015,085 Series GG 200,000 $ 3.00 600,000 Series HH 13,500 $ 3.13 42,188 Series II 216,500 $ 3.00 649,500 Series JJ 20,550 $ 3.13 64,219 Series KK 213,870 $ 3.04 649,095 1,067,437 $ 4,020,087 The following warrants recorded as liabilities were exercised during the year ended September 30, 2018: Warrants Warrants Exercised Exercise Price Proceeds Series S 709,391 $ 1.75 $ 1,241,434 Series GG 200,000 $ 3.00 600,000 Series II 383,500 $ 3.00 1,150,500 Series KK 182,100 $ 3.04 552,674 1,474,991 $ 3,544,608 Expiration of Warrants On December 10, 2018, 1,360,960 Series DD and 1,360,960 Series EE warrants with exercise prices of $4.50 expired. The expiration dates of these warrants had been previously extended and such modifications were reflected in the fair value measurement of the warrants on the dates of modification. On October 11, 2018, 327,729 Series S warrants, with an exercise price of $31.25, expired. The exercise price of these warrants had been previously repriced under temporarily revised terms and such modifications were 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. 2. Equity Warrants Series VV and Series WW Warrants On July 2, 2018 the Company issued 3,900,000 registered shares of common stock at a purchase price of $1.30 per share in a registered direct offering. For each share of common stock purchased, the investors received an unregistered Series VV warrant to purchase one share of common stock. The Series VV warrants have an exercise price of $1.75 per share and expire on January 2, 2024. As part of this transaction, the Company also issued 195,000 Series WW warrants to the placement agent. These Series WW warrants have an exercise price of $1.63 per share and expire on June 28, 2023. The Company allocated the proceeds received to the shares and the warrants on a relative fair value basis. As a result of such allocation, the Company determined the relative fair value of the Series VV warrants to be approximately $1.88 million and the relative fair value of the Series WW warrants to be approximately $0.1 million. The Series VV and WW warrants qualify for equity treatment in accordance with ASC 815. During the year ended September 30, 2019, 3,817,500 and 195,000 Series VV and WW warrants were exercised, respectively, for total gross proceeds of approximately $7.0 million. During the year ended September 30, 2018 no Series VV or WW warrants were exercised. As of September 30, 2019, 82,500 Series VV and 0 Series WW warrants were outstanding. Series UU Warrants On June 11, 2018, the Company issued 187,562 Series UU Warrants to holders of the outstanding Series MM and NN notes payable as an inducement to convert their notes into common stock (See Note 8). The Series UU warrants are exercisable at a fixed price of $2.80 per share and expire on June 11, 2020. During the year ended September 30, 2019, 32,752 Series UU warrants were exercised for total gross proceeds of approximately $0.1 million. During the year ended September 30, 2018 no Series UU warrants were exercised. As of September 30, 2019, 154,810 Series UU warrants were outstanding. 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 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 and expire on February 5, 2023. The shares issued and those issuable upon the exercise of the warrants were restricted until they 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. During the years ended September 30, 2019 and 2018, 737,188 and 578,983, respectively, Series TT warrants were exercised for total gross proceeds of approximately $1.6 million and $1.3 million, respectively. As of September 30, 2019, 559,689 Series TT warrants were outstanding. Series SS Warrants On December 19, 2017, the Company sold 1,289,478 shares of its common stock at a price of $1.90 per share for total proceeds of approximately $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 and will expire on December 18, 2022. 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. During the years ended September 30, 2019 and 2018, 477,886 and 328,948, respectively, Series SS warrants were exercised for total gross proceeds of approximately $1.0 million and $0.7 million, respectively. As of September 30, 2019, 482,644 Series SS warrants were outstanding. Series RR Warrants On October 30, 2017, in consideration for an extension of the maturity date of the Series MM and Series NN convertible notes, the Company issued a total of 583,057 Series RR warrants to the note holders who agreed to the extension. Each Series RR warrant allows the holder to purchase one share of the Company’s common stock at an exercise price of $1.65 per share through the expiration date of October 30, 2022. The Series RR warrants were classified as equity warrants and are recorded at approximately $0.7 million, the relative fair value on the date of issuance, as described in Note 8. During the years ended September 30, 2019 and 2018, 98,254 and 27,687, respectively, Series RR warrants were exercised for total gross proceeds of approximately $160,000 and $50,000, respectively. As of September 30, 2019, 457,116 Series RR warrants were outstanding. Series N Warrants Series N warrants were previously issued in connection with a financing and were subsequently transferred to the de Clara Trust, of which the Company’s CEO, Geert Kersten, is a beneficiary. On August 4, 2018 the expiration date of the Series N warrants was extended to February 18, 2020. The incremental cost of this extension was approximately $14,000, which was recorded as a deemed dividend in the financial statements for the year ended September 30, 2018. Exercise of Equity Warrants The following equity warrants were exercised during the year ended September 30, 2019. Warrants Warrants Exercised Exercise Price Proceeds Series NN 65,502 $ 2.52 $ 165,065 Series OO 10,000 $ 2.52 25,200 Series PP 172,500 $ 2.30 396,750 Series QQ 3,500 $ 2.50 8,750 Series RR 98,254 $ 1.65 162,119 Series SS 477,886 $ 2.09 998,782 Series TT 737,188 $ 2.24 1,651,301 Series UU 32,752 $ 2.80 91,706 Series VV 3,817,500 $ 1.75 6,680,625 Series WW 195,000 $ 1.63 316,875 5,610,082 $ 10,497,173 The following equity warrants were exercised during the year ended September 30, 2018. Warrants Warrants Exercised Exercise Price Proceeds Series PP 1,577,500 $ 2.30 $ 3,628,250 Series QQ 84,000 $ 2.50 210,000 Series RR 27,687 $ 1.65 45,684 Series SS 328,948 $ 2.09 687,500 Series TT 578,983 $ 2.24 1,296,922 2,597,118 $ 5,868,356 3. Options and Shares Issued to Consultants The Company typically enters into consulting arrangements in exchange for common stock or stock options. During the years ended September 30, 2019 and 2018 the Company issued 199,977 and 356,197 shares, respectively, of common stock to consultants of which 199,977 and 353,197 shares, respectively, were restricted shares. Under these arrangements, the common stock was issued with stock prices ranging between $0.85 and $8.76 per share. The weighted average grant price was $4.25 and $1.95, respectively, for stock issued during the years and September 30, 2019 and 2018. During the years ended September 30, 2019 and 2018, the Company recorded total expense of approximately $856,000 and $531,000, respectively, relating to these consulting agreements. At September 30, 2019 and 2018, approximately $230,000 and $207,000, respectively, are included in prepaid expenses. During the year ended September 30, 2019, 10,000 options issued to consultants were exercised and 10,400 options expired. As of September 30, 2019, 10,000 options issued to consultants as payment for services remained outstanding, all of which were issued from the Non-Qualified Stock Option plans and are fully vested. |