4. WARRANTS AND NON-EMPLOYEE OPTIONS | 4. WARRANTS AND NON-EMPLOYEE OPTIONS The following warrants and non-employee options are outstanding at September 30, 2020: Warrant Issue Date Shares Issuable upon Exercise of Warrants Exercise Price Expiration Date Series N 8/18/2008 85,339 $ 3.00 2/18/2021 Series UU 6/11/2018 93,603 $ 2.80 12/31/2020 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 CC 12/8/2016 148,643 $ 5.00 12/8/2021 Series HH 2/23/2017 200 $ 3.13 2/16/2022 Series AA 8/26/2016 200,000 $ 13.75 2/22/2022 Series MM 6/22/2017 797,633 $ 1.86 6/22/2022 Series NN 7/24/2017 348,842 $ 2.52 7/24/2022 Series RR 10/30/2017 417,649 $ 1.65 10/30/2022 Series SS 12/19/2017 326,064 $ 2.09 12/18/2022 Series TT 2/5/2018 371,564 $ 2.24 2/5/2023 Consultants 7/28/17 10,000 $ 2.18 7/27/2027 The following warrants and non-employee options were 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 A. Warrant Liabilities Warrant liabilities outstanding at September 30 are as follows: 2020 2019 Series V warrants $ - $ 674,442 Series W warrants 73,570 1,193,507 Series Z warrants 1,207,902 1,109,545 Series ZZ warrants 75,044 77,638 Series AA warrants 1,082,212 916,908 Series BB warrants 65,173 63,966 Series CC warrants 1,259,712 1,710,898 Series FF warrants - 446,185 Series HH warrants 2,000 45,657 Series JJ warrants - 66,599 Series LL warrants - 182,965 Total warrant liabilities $ 3,765,613 $ 6,488,310 The (losses)/gains on the warrant liabilities for the years ended September 30 are as follows: 2020 2019 Series S Warrants $ - $ 33 Series V warrants 185,652 95,994 Series W warrants 1,119,937 (194,426 ) Series Z warrants (98,357 ) (621,778 ) Series ZZ warrants 2,594 (43,423 ) Series AA warrants (165,304 ) (536,434 ) Series BB warrants (1,207 ) (35,510 ) Series CC warrants (875,040 ) (1,198,836 ) Series DD warrants - 1,249,287 Series EE warrants - 1,249,287 Series FF warrants (319,706 ) (257,264 ) Series GG warrants - 195,228 Series HH warrants (34,589 ) (24,465 ) Series II warrants - (442,040 ) Series JJ warrants (64,992 ) (35,301 ) Series KK warrants - (55,622 ) Series LL warrants (98,066 ) (105,333 ) Net loss on warrant liabilities $ (349,078 ) $ (760,603 ) 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. 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 dates 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 in the net loss on derivatives for the year ended September 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 year ended September 30, 2020: Warrants Warrants Exercised Exercise Price Proceeds Series V 674,164 $ 13.75 $ 9,269,755 Series CC 128,820 $ 5.00 644,100 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 94,867 913,180 $ 10,323,752 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 B. Equity Warrants Changes in Equity Warrants On May 26, 2020, the Company provided that for each Series V liability warrant exercised on or before June 10, 2020, the former holder of the Series V warrant received one Series XX warrant. Each Series XX warrant allowed 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 each Series V liability warrant exercised 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 two Series YY warrants allowed 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 Series XX and YY warrants qualified for equity treatment in accordance with ASC 815. The Company recognized a warrant 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. The total expense of approximately $806,000 is reported as warrant inducement expense in the statement of operations for the year ended September 30, 2020. All Series XX and YY warrants expired in September 2020. On May 8, 2020, the expiration dates 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 during the year ended September 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 year ended September 30, 2020. The Series N warrants are held by the de Clara Trust. Exercise of Equity Warrants The following equity warrants were exercised during the year ended September 30, 2020. Warrants Warrants Exercised Exercise Price Proceeds Series MM 95,858 $ 1.86 $ 178,296 Series NN 124,956 $ 2.52 314,889 Series OO 50,000 $ 2.52 126,000 Series RR 39,467 $ 1.65 65,121 Series SS 156,580 $ 2.09 327,252 Series TT 188,125 $ 2.24 421,400 Series UU 61,207 $ 2.80 171,380 Series VV 82,500 $ 1.75 144,375 798,693 $ 1,748,713 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 C. 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, 2020 and 2019 the Company issued 79,950 and 199,977 shares, respectively, of common stock to consultants, all of which were restricted shares. Under these arrangements, the common stock was issued with stock prices ranging between $2.66 and $17.60 per share. The weighted average grant price was $12.01 and $4.25, respectively, for stock issued during the years ended September 30, 2020 and 2019. During the years ended September 30, 2020 and 2019, the Company recorded total expense of approximately $863,000 and $856,000, respectively, relating to these consulting agreements. At September 30, 2020 and 2019, costs of approximately $395,000 and $230,000, respectively, are included in prepaid expenses. No options were issued to consultants during the year ended September 30, 2020. During the year ended September 30, 2019, 10,000 options issued to consultants were exercised and 10,400 options expired. As of September 30, 2020,10,000 options issued to consultants as payment for services remained outstanding, all of which were issued from the Non-Qualified Stock Option plan and are fully vested. |