C. STOCKHOLDERS' EQUITY | C. STOCKHOLDERS’ EQUITY Proceeds from the Sale of Common Stock In March 2020, the Company sold 630,500 shares of common stock at a public offering price of $12.22 per share and received aggregate net proceeds of approximately $7.1 million. Under the terms of the Underwriting Agreement the Company granted the Underwriters a 45-day option to purchase up to an additional 94,575 shares of common stock solely to cover over-allotments. The underwriter fully exercised this option in May 2020 resulting in additional net proceeds to the Company of approximately $1.1 million. In December 2019, the Company sold 606,395 shares of common stock at a public offering price of $9.07 per share and received aggregate net proceeds of approximately $5.0 million. In January 2020, the underwriters of that offering fully exercised the option to purchase 90,959 additional shares of common stock at the public offering price of $9.07 per share for aggregate net proceeds to the Company of approximately $0.8 million. Equity Compensation Underlying share information for equity compensation plans as of June 30, 2020 is 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 89,895 N/A 213 Non-Qualified Stock Option Plans 9,987,200 8,593,438 N/A 1,151,666 Stock Bonus Plans 783,760 N/A 341,951 441,776 Stock Compensation Plans 634,000 N/A 150,695 464,895 Incentive Stock Bonus Plan 640,000 N/A 616,500 23,500 Underlying share information for equity compensation plans as of September 30, 2019 is as follows: Name of Plan Total Shares Reserved Shares Reserved for Outstanding Options Shares Remaining Options/Shares Under Plans Incentive Stock Option Plans 138,400 89,895 N/A 213 Non-Qualified Stock Option Plans 6,387,200 6,128,321 N/A 112,166 Stock Bonus Plans 783,760 N/A 331,226 452,501 Stock Compensation Plans 634,000 N/A 130,183 485,407 Incentive Stock Bonus Plan 640,000 N/A 616,500 23,500 Stock option activity Nine Months Ended June 30, 2020 2019 Granted 2,561,500 3,268,862 Exercised 94,199 42,770 Expired 1,000 29,322 Forfeited 1,180 63,698 Three Months Ended June 30, 2020 2019 Granted 2,559,000 3,268,362 Exercised 73,719 42,770 Expired 16 26,922 Forfeited - 39,505 During the quarter ended June 30, 2020, the Company adopted the 2020 Non-Qualified Stock Option Plan, which provides for the issuance of up to 3,600,000 options to purchase shares of common stock. On April 20, 2020, the Company granted 1,872,000 performance-based stock options from the 2020 Non-Qualified Stock Option Plan to officers and directors. Each option entitles the holder to purchase one share of the Company’s common stock at a price of $10.93 per share, the fair value on the date of issuance. The stock options vest upon the achievement of the following performance goals: i) 25% of the options will vest when the closing price of the Company’s common stock exceeds $20.00 for ten consecutive trading days; ii) 50% of the options will vest when the closing price of the Company’s common stock exceeds $25.00 for ten consecutive trading days; iii) 75% of the options will vest when the closing price of the Company’s common stock exceeds $30.00 for ten consecutive trading days; and iv) 100% of the options will vest when either (a) the filing of the first marketing application for any pharmaceutical based upon the Company’s Multikine technology, in the US, Canada, UK, Germany, France, Italy, Spain, Japan, or Australia or (b) the closing price of the Company’s common stock exceeds $40.00 for ten consecutive trading days. All Options which have not vested as of April 19, 2030, will be canceled and will no longer be exercisable. The options were recorded as equity based warrants in accordance with ASC 718, Compensation – Stock Compensation. On the grant date, the options were valued using a Monte Carlo Simulation approach. Monte Carlo Simulation is a statistical technique that is used to model probabilistic systems and establish the probabilities for a variety of outcomes. That valuation resulted in a per share fair value of $4.12 and an aggregate value of $7,881,120 on the grant date, April 20, 2020. The aggregate value will be expensed over the implicit life of the options, which was determined to be 1.7 years. This resulted in compensation expense of approximately $901,000 recorded during the nine and three months ended June 30, 2020. Stock-Based Compensation Expense Nine months Ended June 30, 2020 2019 Employees $ 6,690,331 $ 2,626,311 Non-employees $ 623,146 $ 688,070 Three months Ended June 30, 2020 2019 Employees $ 3,109,127 $ 1,521,821 Non-employees $ 275,919 $ 176,646 Employee compensation expense includes the expense related to options issued or vested and restricted stock granted. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of their service contracts. Warrants and Non-Employee Options The following chart represents the warrants and non-employee options outstanding at June 30, 2020: Warrant/Options Issue Date Shares Issuable upon Exercise of Warrants/ Options Exercise Price Expiration Date Reference Series N 8/18/2008 85,339 $ 3.00 2/18/2021 2 Series XX 6/11/2020 461,953 $ 18.00 9/10/2020 2 Series YY 6/26/2020 101,839 $ 20.00 9/25/2020 2 Series UU 6/11/2018 93,603 $ 2.80 12/31/2020 2 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 CC 12/8/2016 153,643 $ 5.00 12/8/2021 1 Series HH 2/23/2017 200 $ 3.13 2/16/2022 1 Series AA 8/26/2016 200,000 $ 13.75 2/22/2022 1 Series MM 6/22/2017 893,491 $ 1.86 6/22/2022 * Series NN 7/24/2017 375,545 $ 2.52 7/24/2022 2 Series OO 7/31/2017 - $ 2.52 7/31/2022 2 Series RR 10/30/2017 457,116 $ 1.65 10/30/2022 2 Series SS 12/19/2017 326,064 $ 2.09 12/18/2022 2 Series TT 2/5/2018 371,564 $ 2.24 2/5/2023 2 Series VV 7/2/2018 - $ 1.75 1/2/2024 2 Consultants 7/28/17 10,000 $ 2.18 7/27/2027 * * No current period changes to these warrants and non-employee options. 1. Warrant Liabilities The table below presents the fair value of the warrant liabilities at the balance sheet dates: June 30, 2020 September 30, 2019 Series V warrants $ - $ 674,442 Series W warrants 1,808,203 1,193,507 Series Z warrants 1,852,040 1,109,545 Series ZZ warrants 115,957 77,638 Series AA warrants 1,464,362 916,908 Series BB warrants 108,586 63,966 Series CC warrants 1,666,749 1,710,898 Series FF warrants - 446,185 Series HH warrants 2,435 45,657 Series JJ warrants - 66,599 Series LL warrants - 182,965 Total warrant liabilities $ 7,018,332 $ 6,488,310 The table below presents the gains/(losses) on the warrant liabilities for the nine months ended June 30: 2020 2019 Series S warrants $ - $ 33 Series V warrants 185,652 (479,399 ) Series W warrants (614,696 ) (1,132,156 ) Series Z warrants (742,495 ) (684,859 ) Series ZZ warrants (38,319 ) (37,970 ) Series AA warrants (547,454 ) (583,516 ) Series BB warrants (44,620 ) (35,800 ) Series CC warrants (1,245,627 ) (2,007,287 ) Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants (319,706 ) (244,170 ) Series GG warrants - 195,228 Series HH warrants (35,024 ) (22,859 ) Series II warrants - (593,960 ) Series JJ warrants (64,992 ) (32,954 ) Series KK warrants - (55,622 ) Series LL warrants (98,066 ) (99,667 ) Net loss on warrant liabilities $ (3,565,347 ) $ (3,316,384 ) The table below presents the gains/(losses) on the warrant liabilities for the three months ended June 30: 2020 2019 Series V warrants $ 107,191 $ (974,251 ) Series W warrants (247,327 ) (1,748,184 ) Series Z warrants (430,619 ) (799,690 ) Series ZZ warrants (33,734 ) (50,608 ) Series AA warrants (220,831 ) (676,784 ) Series BB warrants (37,592 ) (43,536 ) Series CC warrants (419,350 ) (2,346,985 ) Series FF warrants - (278,773 ) Series GG warrants - 88,478 Series HH warrants (567 ) (33,501 ) Series II warrants - (709,303 ) Series JJ warrants - (48,880 ) Series KK warrants - (169,089 ) Series LL warrants - (114,413 ) Net loss on warrant liabilities $ (1,282,829 ) $ (7,905,519 ) 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. Changes in Warrant Liabilities On May 26, 2020, the Company lowered the exercise price of 810,127 Series V warrants from $19.75 to $13.75 per share and extended the expiration date of the Series V warrants from May 28, 2020 to June 25, 2020. The incremental cost of this modification was approximately $664,000, which was included within the net loss on derivatives for the nine and three months ended June 30, 2020. Additionally, upon the exercise of 674,164 Series V warrants the Company recognized a final mark-to-market adjustment for a gain of approximately $560,000, which was included within the net loss on derivatives for the nine and three months ended June 30, 2020. On June 25, 2020, 135,963 Series V warrants, with an exercise price of $13.75 expired. The warrants were valued at approximately $211,000 on the date of expiration. On December 10, 2018, 1,360,960 Series DD and 1,360,960 Series EE warrants, with an exercise price of $4.50 expired. On October 11, 2018, 327,729 Series S warrants, with an exercise price of $31.25 expired. Exercise of Warrant Liabilities The following warrants recorded as liabilities were exercised during the periods ended June 30, 2020. Three Months Nine Months Warrants Warrants Exercised Exercise Price Proceeds Warrants Exercised Exercise Price Proceeds Series V 674,164 $ 13.75 $ 9,269,755 674,164 $ 13.75 $ 9,269,755 Series CC - - - 123,820 $ 5.00 619,100 Series FF - - - 68,048 $ 3.91 265,812 Series HH - - - 6,300 $ 3.13 19,687 Series JJ - - - 9,450 $ 3.13 29,531 Series LL - - - 26,398 $ 3.59 94,867 674,164 $ 9,269,755 908,180 $ 10,298,752 The following warrants recorded as liabilities were exercised during the periods ended June 30, 2019. Three Months Nine Months Warrants Exercise Warrants Exercise Warrants Exercised Price Proceeds Exercised Price Proceeds Series CC 69,017 $ 5.00 $ 345,085 69,017 $ 5.00 $ 345,085 Series GG 200,000 $ 3.00 600,000 200,000 $ 3.00 600,000 Series HH 13,500 $ 3.13 42,188 13,500 $ 3.13 42,188 Series II 121,500 $ 3.00 364,500 121,500 $ 3.00 364,500 Series JJ 20,550 $ 3.13 64,219 20,550 $ 3.13 64,219 Series KK 213,870 $ 3.04 649,095 213,870 $ 3.04 649,095 638,437 $ 2,065,087 638,437 $ 2,065,087 2. Equity Warrants Changes in Equity Warrants On May 26, 2020, the Company provided that for each Series V warrant exercised by an accredited investor on or before June 10, 2020 the former holder of the Series V warrant received one Series XX warrant. Every Series XX warrant will allow the holder to purchase one share of the Company’s common stock at a price of $18.00 per share at any time on or before September 10, 2020. For every two Series V warrant exercised by an accredited investor after June 10, 2020 but on or before June 25, 2020 the former holder of the Series V warrant received one Series YY warrant. Every Series YY warrants will allow the holder to purchase one share of the Company’s common stock at a price of $20.00 per share at any time on or before September 25, 2020. In June 2020, 461,953 Series XX warrants and 101,839 Series YY warrants were issued to the former holders of the Series V warrants. The Company recognized an inducement expense equal to the fair value of the Series XX and Series YY warrants issued as of the date the inducement offers were accepted. The fair values of the Series XX and Series YY warrants were calculated to be approximately $629,000 and $177,000, respectively, and are included as inducement expense in the statements of operations for the nine and three months ended June 30, 2020. The Series XX and YY warrants qualify for equity treatment in accordance with ASC 815. On May 8, 2020, the expiration date of 93,593 Series UU warrants were extended from June 11, 2020 to December 31, 2020. These warrants were previously issued as an inducement to convert notes payable into shares of common stock. The incremental cost of this extension was approximately $6,000 and was recorded as interest expense for the nine and three months ended June 30, 2020. The Series UU warrants are held by Geert Kersten, Patricia Prichep (current Officers of the Company) and the de Clara Trust, of which the Company’s CEO, Geert Kersten, is a beneficiary. On January 23, 2020, the expiration date of the Series N warrants was extended to February 18, 2021. The incremental cost of this extension was approximately $22,000, which was recorded as a deemed dividend in the financial statements for the nine and three months ended June 30, 2020. The Series N warrants are held by the de Clara Trust, of which Geert Kersten, is a beneficiary. Exercise of Equity Warrants The following warrants recorded as equity were exercised during the periods ended June 30, 2020. Three Months Nine Months Warrants Warrants Exercised Exercise Price Proceeds Warrants Exercised Exercise Price Proceeds Series NN - - $ - 98,253 $ 2.52 $ 247,598 Series OO 10,000 $ 2.52 25,200 50,000 $ 2.52 126,000 Series SS 39,474 $ 2.09 82,500 156,580 $ 2.09 327,252 Series TT 10,000 $ 2.24 22,400 188,125 $ 2.24 421,400 Series UU 61,207 $ 2.80 171,380 61,207 $ 2.80 171,380 Series VV 55,000 $ 1.75 96,250 82,500 $ 1.75 144,375 175,681 $ 397,730 636,665 $ 1,438,005 The following warrants recorded as equity were exercised during the periods ended June 30, 2019. Three Months Nine Months Warrants Warrants Exercised Exercise Price Proceeds Warrants Exercised Exercise Price Proceeds Series NN 65,502 $ 2.52 $ 165,065 65,502 $ 2.52 $ 165,065 Series PP - - - 60,000 $ 2.30 138,000 Series QQ 3,500 $ 2.50 8,750 3,500 $ 2.50 8,750 Series RR 60,044 $ 1.65 99,073 60,044 $ 1.65 99,073 Series SS 280,264 $ 2.09 585,752 446,054 $ 2.09 932,253 Series TT 450,069 $ 2.24 1,008,155 536,119 $ 2.24 1,200,907 Series UU 24,018 $ 2.80 67,250 24,018 $ 2.80 67,250 Series VV 2,425,000 $ 1.75 4,243,750 3,810,000 $ 1.75 6,667,500 Series WW 67,275 $ 1.63 109,321 193,050 $ 1.63 313,705 3,375,672 $ 6,287,116 5,198,287 $ 9,592,503 3. Options and Shares Issued to Consultants During the nine months ended June 30, 2020 and 2019, the Company issued 47,750 and 161,058 shares, respectively, of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $11.60 and $3.37, respectively, during the nine months ended June 30, 2020 and 2019, respectively. During the three months ended June 30, 2020 and 2019, the Company issued 14,811 and 20,825, respectively, shares of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $16.41 and $5.62, respectively, during the three months ended June 30, 2020 and 2019. 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 under the consulting arrangements. During the nine months ended June 30, 2020 and 2019, the Company recorded total expense of approximately $623,000 and $688,000, respectively, relating to these consulting agreements. During the three months ended June 30, 2020 and 2019, the Company recorded total expense of approximately $276,000 and $177,000, respectively, relating to these consulting agreements. At June 30, 2020 and September 30, 2019, approximately $242,000 and $230,000, respectively, are included in prepaid expenses. At June 30, 2020, the Company has accrued $110,000 for shares to be issued. As of June 30, 2020, 10,000 options issued to consultants remained outstanding, all of which were issued from the Non-Qualified Stock Option plans and are fully vested. 4. Securities Purchase Agreement The Company has entered into Securities Purchase Agreements (SPA) with Ergomed plc, one of the Company’s Clinical Research Organizations responsible for managing the Company’s Phase 3 clinical trial, to facilitate payment of amounts due Ergomed. Under the Agreements, the Company issued Ergomed shares of common stock and the net proceeds from the sales of those shares reduces outstanding amounts due Ergomed. Upon issuance, the Company expenses the full value of the shares as Other non-operating gain/loss and subsequently offsets the expense as amounts are realized through the sale by Ergomed and reduces accounts payable to Ergomed. On April 6, 2020 and June 29, 2020, the Company entered SPAs under which it issued Ergomed 100,000 and 50,000 restricted shares of the Company’s common stock valued at approximately $1.0 million and $0.8 million, respectively. On January 9, 2019, the Company entered into a SPA under which it issued Ergomed 500,000 restricted shares of the Company’s common stock valued at approximately $1.3 million. As of June 30, 2020, Ergomed held 110,521 shares for resale. The following table summarizes the Other non-operating gain (loss) for the nine and three months ended June 30, 2020 and 2019 relating to these agreements: Nine Months Ended Three Months Ended June 30,2020 June 30, 2019 June 30, 2020 June 30, 2019 Amount realized through the resale of shares $ 2,539,245 $ 3,167,197 $ 818,565 $ 1,455,844 Fair value of shares upon issuance 1,769,500 1,290,000 1,769,500 - Other non-operating gain (loss) $ 769,745 $ 1,877,197 $ (950,935 ) $ 1,455,844 |