4. WARRANTS AND NON-EMPLOYEE OPTIONS | 4. WARRANTS AND NON-EMPLOYEE OPTIONS The following warrants and non-employee options are outstanding at September 30, 2021: Warrant/Options Issue Date Shares Issuable upon Exercise of Warrants/ Options Exercise Price Expiration Date Series N 8/18/2008 85,339 $ 3.00 8/18/2022 Series UU 6/11/2018 93,603 $ 2.80 6/30/2022 Series X 1/13/2016 120,000 $ 9.25 7/13/2022 Series Y 2/15/2016 26,000 $ 12.00 8/15/2022 Series Z 5/23/2016 184,800 $ 13.75 11/23/2021 Series CC 12/8/2016 15,845 $ 5.00 12/8/2021 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 Series NN 7/24/2017 210,087 $ 2.52 7/24/2022 Series RR 10/30/2017 251,761 $ 1.65 10/30/2022 Series SS 12/19/2017 200,000 $ 2.09 12/18/2022 Series TT 2/5/2018 600 $ 2.24 2/5/2023 Consultants 7/28/2017 – 11/18/2020 15,000 $ 2.18 - $11.61 11/17/2022 - 7/27/2027 The following warrants and non-employee options are outstanding at September 30, 2020: Warrant Issue Date Shares Issuable upon Exercise of Warrants/Options 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 A. Warrant Liabilities Warrant liabilities outstanding at September 30 are as follows: 2021 2020 Series W warrants $ - $ 73,570 Series Z warrants 64,787 1,207,902 Series ZZ warrants - 75,044 Series AA warrants 276,035 1,082,212 Series BB warrants - 65,173 Series CC warrants 94,961 1,259,712 Series HH warrants 1,597 2,000 Total warrant liabilities $ 437,380 $ 3,765,613 The (losses)/gains on the warrant liabilities for the years ended September 30 are as follows: 2021 2020 Series V Warrants $ - $ 185,652 Series W warrants 73,570 1,119,937 Series Z warrants 252,115 (98,357 ) Series ZZ warrants (98,692 ) 2,594 Series AA warrants (318,823 ) (165,304 ) Series BB warrants 65,173 (1,207 ) Series CC warrants (668,605 ) (875,040 ) Series FF warrants - (319,706 ) Series HH warrants 404 (34,589 ) Series JJ warrants - (64,992 ) Series LL warrants - (98,066 ) Net loss on warrant liabilities $ (694,858 ) $ (349,078 ) 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 August 22, 2021, 16,000 Series BB warrants, with an exercise price of $13.75 expired. On October 28, 2020, 688,930 Series W warrants, with an exercise price of $16.75 expired. 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. Exercise of Warrant Liabilities The following warrants recorded as liabilities were exercised during the year ended September 30, 2021: Warrants Warrants Exercised Exercise Price Proceeds Series Z 79,200 $ 13.75 $ 1,089,000 Series ZZ 20,000 $ 13.75 275,000 Series AA 100,000 $ 13.75 1,375,000 Series CC 132,798 $ 5.00 663,990 331,998 $ 3,402,990 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 B. Equity Warrants Changes in Equity Warrants On December 7, 2020, the expiration dates of the Series N, Series X, Series Y and Series UU warrants were extended six months. On June 28, 2021, the expiration dates of these same warrants were extended one year. The incremental costs of both 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 $351,000 for the year ended September 30, 2021. 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 approximated $103,000 and had no impact on the financial statements for the year ended September 30,2021 due to offsetting entries recorded within additional paid in capital. 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 $24,000 for the year ended September 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 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, 2021. Warrants Warrants Exercised Exercise Price Proceeds Series MM 464,201 $ 1.86 $ 863,414 Series NN 138,755 $ 2.52 349,663 Series RR 165,888 $ 1.65 273,715 Series SS 126,064 $ 2.09 263,474 Series TT 370,964 $ 2.24 830,959 1,265,872 $ 2,581,225 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 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, 2021 and 2020 the Company issued 75,885 and 79,950 shares, respectively, of common stock to consultants, all of which were restricted shares. Under these arrangements, during the periods presented, the common stock was issued with stock prices ranging from $6.86 to $24.95 per share. The weighted average grant price was $15.46 and $12.01, respectively, for stock issued during the years ended September 30, 2021 and 2020. During the years ended September 30, 2021 and 2020, the Company recorded total expense of approximately $1,227,000 and $863,000, respectively, relating to these consulting agreements. At September 30, 2021 and 2020, costs of approximately $364,000 and $395,000, respectively, are included in prepaid expenses. During the year ended September 30, 2021, the Company issued 5,000 options to a consultant to purchase common stock with an exercise price of $11.61 and an expiration of November 17, 2022. No options were issued to consultants during the year ended September 30, 2020. As of September 30, 2021, 15,000 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. |