C. STOCKHOLDERS' EQUITY | C. STOCKHOLDERS’ EQUITY Proceeds from the Sale of Common Stock In June 2021, the Company sold 1,400,000 shares of common stock at a public offering price of $22.62 per share and received aggregate net proceeds of approximately $29.4 million. The Company also granted the underwriters a 30-day option to purchase up to 210,000 additional shares of common stock to cover over-allotments. The underwriters fully exercised this option in June 2021, resulting in additional net proceeds to the Company of approximately $4.4 million. In December 2020, the Company sold 1,000,000 shares of common stock at a public offering price of $14.65 per share and received aggregate proceeds of approximately $13.6 million. 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, 2021 is as follows: Name of Plan Total Shares Reserved Shares Reserved for Outstanding Options Shares Remaining Options/Shares Under Plans Incentive Stock Options Plans 138,400 76,829 N/A 213 Non-Qualified Stock Option Plans 11,787,200 11,001,880 N/A 404,826 Stock Bonus Plans 783,760 N/A 358,118 425,609 Stock Compensation Plans 634,000 N/A 150,695 464,895 Incentive Stock Bonus Plan 640,000 N/A 614,500 25,500 Stock option activity Nine Months Ended June 30, 2021 2020 Options granted 2,603,500 2,561,200 Options exercised 126,954 94,199 Options forfeited 42,166 1,000 Options expired 9,374 1,180 Three Months Ended June 30, 2021 2020 Options granted 2,595,500 2,559,000 Options exercised 72,809 73,719 Options forfeited - 16 Options expired 9,307 - During the quarter ended June 30, 2021, the Company adopted the 2021 Non-Qualified Stock Option Plan, which provides for the issuance of up to 1,800,000 options to purchase shares of common stock. On May 14, 2021, the Company granted 1,800,000 performance-based stock options from the 2021 Non-Qualified Stock Option Plan and 72,000 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 $20.61 per share, the fair value on the date of issuance. The stock options will vest 100% upon the achievement of the following performance goal: (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 $42.00. None of the options will be exercisable before May 13, 2022. All options which have not vested as of May 13, 2031, will be canceled and will no longer be exercisable. The options were recorded in permanent equity 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 $0.34 and an aggregate value of $636,480 on the grant date. The aggregate value will be expensed over the requisite service period of the options, which was determined to be 1.3 years. This resulted in compensation expense of approximately $64,000 recorded during the nine and three months ended June 30, 2021. Stock-Based Compensation Expense Nine months Ended June 30, 2021 2020 Employees $ 10,090,410 $ 6,690,331 Non-employees $ 955,900 $ 623,146 Three months Ended June 30, 2021 2020 Employees $ 3,511,359 $ 3,109,127 Non-employees $ 403,236 $ 275,919 Employee compensation expense includes the expense related to options and restricted stock expensed over their vesting period. Non-employee expense includes the expense related to options and stock issued to consultants expensed over the period of the related service contracts. Warrants and Non-Employee Options The following chart represents the warrants and non-employee options outstanding at June 30, 2021: 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 8/18/2022 2 Series UU 6/11/2018 93,603 $ 2.80 6/30/2022 2 Series X 1/13/2016 120,000 $ 9.25 7/13/2022 2 Series Y 2/15/2016 26,000 $ 12.00 8/15/2022 2 Series BB 8/26/2016 16,000 $ 13.75 8/22/2021 * Series Z 5/23/2016 184,800 $ 13.75 11/23/2021 * Series CC 12/8/2016 41,345 $ 5.00 12/8/2021 1 Series HH 2/23/2017 200 $ 3.13 2/16/2022 * Series AA 8/26/2016 100,000 $ 13.75 2/22/2022 * Series MM 6/22/2017 333,432 $ 1.86 6/22/2022 2 Series NN 7/24/2017 217,838 $ 2.52 7/24/2022 2 Series RR 10/30/2017 251,761 $ 1.65 10/30/2022 2 Series SS 12/19/2017 220,800 $ 2.09 12/18/2022 * Series TT 2/5/2018 100,868 $ 2.24 2/5/2023 2 Consultants 7/28/2017 – 11/18/2020 15,000 $ 2.18 - $11.61 11/17/2022 - 7/27/2027 3 * No current period changes to these warrants 1. Derivative Liabilities The table below presents the fair value of the warrant liabilities at the balance sheet dates: June 30, 2021 September 30, 2020 Series W warrants $ - $ 73,570 Series Z warrants 429,996 1,207,902 Series ZZ warrants - 75,044 Series AA warrants 263,818 1,082,212 Series BB warrants 16,696 65,173 Series CC warrants 206,978 1,259,712 Series HH warrants 1,216 2,000 Total warrant liabilities $ 918,704 $ 3,765,613 The table below presents the gains (losses) on the warrant liabilities for the nine months ended June 30: 2021 2020 Series V warrants $ - $ 185,652 Series W warrants 73,570 (614,696 ) Series Z warrants (113,094 ) (742,495 ) Series ZZ warrants (98,692 ) (38,319 ) Series AA warrants (306,606 ) (547,454 ) Series BB warrants 48,477 (44,620 ) Series CC warrants (596,001 ) (1,245,627 ) Series FF warrants - (319,706 ) Series HH warrants 784 (35,024 ) Series JJ warrants - (64,992 ) Series LL warrants - (98,066 ) Net loss on warrant liabilities $ (991,562 ) $ (3,565,347 ) The table below presents the gains (losses) on the warrant liabilities for the three months ended June 30: 2021 2020 Series V warrants $ - $ 107,191 Series W warrants - (247,327 ) Series Z warrants 583,404 (430,619 ) Series ZZ warrants (87,162 ) (33,734 ) Series AA warrants 355,215 (220,831 ) Series BB warrants 64,678 (37,592 ) Series CC warrants 199,256 (419,350 ) Series HH warrants 1,228 (567 ) Net (gain) loss on warrant liabilities $ 1,116,619 $ (1,282,829 ) 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 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 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 combined with the mark-to-market gain recorded upon exercise of certain warrants and the expiration of the remaining warrants, resulted in a net gain of approximately $107,000 for the nine and three months ended June 30, 2020. On October 28, 2020, 688,930 Series W warrants, with an exercise price of $16.75 expired. Exercise of Warrant Liabilities The following warrants recorded as liabilities were exercised during the periods ended June 30, 2021. Three Months Nine Months Warrants Warrants Exercised Exercise Price Proceeds Warrants Exercised Exercise Price Proceeds Series Z - - $ - 79,200 $ 13.75 $ 1,089,000 Series ZZ 19,200 $ 13.75 264,000 20,000 $ 13.75 275,000 Series AA - - - 100,000 $ 13.75 1,375,000 Series CC 5,000 $ 5.00 25,000 107,298 $ 5.00 536,490 24,200 $ 289,000 306,498 $ 3,275,490 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 2. Equity Warrants Changes in Equity Warrants On June 28, 2021, the expiration dates of the Series N, Series X, Series Y and Series UU warrants were extended one year. On December 7, 2020, the expiration dates were extended six months. The incremental costs of the warrant extensions were recorded consistent with the accounting for the initial warrant issuances. The incremental costs of the Series N and Series X warrant extensions were recorded as a deemed dividend and totaled approximately $351,000and $265,000 for the nine and three months ended June 30, 2021, respectively. The Series N and Series X warrants are held by the de Clara Trust, of which the Company’s CEO, Geert Kersten, is a beneficiary. The incremental cost of the Series Y warrants extension was recorded as additional paid in capital and totaled approximately $103,000 and $62,000 for the nine and three months ended June 30,2021. The incremental cost of the Series UU warrant extension was recorded as interest expense, because these warrants were initially issued as an inducement to convert notes payable into common stock, and totaled approximately $24,000for the nine and three months ended June 30,2021. The Series UU warrants are held by Geert Kersten, Patricia Prichep (current Officers of the Company) and the de Clara Trust. 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 by six months. 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. As noted above, the Series UU warrants are held by current officers of the Company and the de Clara Trust. On January 23, 2020, the expiration date of the Series N warrants was extended by six months. The incremental cost of this extension was approximately $22,000 and 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 the Company’s CEO, Geert Kersten, is a beneficiary. Exercise of Equity Warrants The following warrants recorded as equity were exercised during the periods ended June 30, 2021. Three Months Nine Months Warrants Warrants Exercised Exercise Price Proceeds Warrants Exercised Exercise Price Proceeds Series MM 147,929 $ 1.86 $ 275,148 464,201 $ 1.86 $ 863,414 Series NN 109,170 $ 2.52 275,108 131,004 $ 2.52 330,130 Series RR 95,799 $ 1.65 158,068 165,888 $ 1.65 273,715 Series SS - - - 105,264 $ 2.09 220,002 Series TT 60,214 $ 2.24 134,879 270,696 $ 2.24 606,359 413,112 $ 843,204 1,137,053 $ 2,293,620 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 3. Options and Shares Issued to Consultants During the nine months ended June 30, 2021 and 2020, the Company issued 41,714 and 47,750 shares, respectively, of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $19.47 and $11.60 during the nine months ended June 30, 2021 and 2020, respectively. During the three months ended June 30, 2021 and 2020, the Company issued 13,184 and 14,811 shares, respectively, of restricted common stock to consultants for services. The weighted average grant date fair value of the shares issued to consultants was $23.39 and $16.41, respectively, during the three months ended June 30, 2021 and 2020. 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. Additionally, during the nine months ended June 30, 2021, the Company issued to a consultant 5,000 options to purchase common stock with an exercise price of $11.61. The options were exercisable beginning May 18, 2021 and expire on November 17, 2022. The options are being expensed on a straight-line basis over the six-month vesting period at a fair value of approximately $28,000 or $5.65 per option. No options were issued to consultants during the three months ended June 30, 2021. No options were issued to consultants during the nine months ended June 30, 2020. As of June 30, 2021 and September 30, 2020, respectively, 15,000 and 10,000 options issued to consultants remained outstanding, all of which were issued from the Non-Qualified Stock Option plans and of which 10,000 are vested as of the balance sheet dates. During the nine months ended June 30, 2021 and 2020, the Company recorded total expense of approximately $956,000 and $623,000, respectively, relating to these consulting agreements. At June 30, 2021 and September 30, 2020, consulting fees of approximately $293,000 and $395,000, respectively, are included in prepaid expenses. 4. Securities Purchase Agreement The Company entered into a Securities Purchase Agreement (SPA) with Ergomed plc (“Ergomed”), one of the Company’s Clinical Research Organizations responsible for managing the Company’s Phase 3 clinical trial, to facilitate payment of amounts due to Ergomed. Under the Agreement, 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. No shares were issued during the periods presented. The following amounts were realized through the resale of shares and are included in Other non-operating gains for the periods noted. Nine Months Ended Three Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Realized through the resale of shares $ 1,436,473 $ 2,539,245 $ 761,237 $ 818,565 Fair value of shares upon issuance - 1,769,500 - 1,769,500 Other non-operating gain (loss) $ 1,436,473 $ 769,745 $ 761,237 $ (950,935 ) As of June 30, 2021, Ergomed held 27,021 shares for resale. |