Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2013 |
Stock Purchase Warrants | ' |
Stock Purchase Warrants | ' |
4. Stock Purchase Warrants |
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The Company has historically issued warrants to purchase shares of the Company’s common stock in connection with certain of its common stock offerings. The following warrants were outstanding at September 30, 2013, and include provisions that could require cash settlement of the warrants or have anti-dilution price protection provisions requiring each to be recorded as liabilities of the Company at the estimated fair value at the date of issuance, with changes in estimated fair value recorded as non-cash income or expense in the Company’s statement of operations in each subsequent period: |
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| | January 21, 2010 | | December 15, 2010 | | August 16, 2013 | |
Class A Warrants | Warrants | Warrants |
Exercise price | | $ | 1.27 | | $ | 0.28 | | $ | 0.375 | |
Expiration date | | July 21, 2015 | | December 15, 2015 | | August 16, 2018 | |
Warrants outstanding | | 6,034,637 | | 308,100 | | 22,667,000 | |
Total shares issuable on exercise | | 4,525,978 | | 308,100 | | 22,667,000 | |
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The 740,131 warrants issued on October 17, 2007 in connection with the Company’s registered direct offering, at an exercise price of $12.72 per share expired unexercised as of April 17, 2013. The exercise price per share for the January 15, 2010 and December 15, 2010 warrants were adjusted for the anti-dilution provisions triggered by the August 16, 2013 public offering and usage of the Company’s ATM. During the nine months ended September 30, 2013, the Company raised net proceeds of $3,337,000 utilizing the ATM. |
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On September 24, 2013, the Company entered into Warrant Exercise Agreements with two holders of the Company’s warrants, which were issued on August 16, 2013. These agreements allowed the warrant holders to exercise their warrants for 7,333,000 shares of the Company’s common stock at an exercise price of $0.375 per share, in exchange for 7,333,000 shares of the Company’s common stock and $1,209,945 of cash. Proceeds from this arrangement net of $1,209,945 cash paid and issuance costs were approximately $1,470,000. |
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The fair value of the Class A warrants, the December 2010 warrants and the August 2013 warrants are measured using the Monte Carlo valuation model. The methodology is based, in part, upon inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. The assumptions used in calculating the estimated fair value of the warrants represent the Company’s best estimates, however; these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liabilities and the change in estimated fair value of the warrants could be materially different. |
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Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. |
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The Monte Carlo model is used for the Class A warrants, the December 2010 warrants and the August 2013 warrants to value the potential future exercise price adjustments triggered by the anti-dilution provisions as well as the value of the put feature of the December 2010 warrants. These require Level 3 inputs which are based on the Company’s estimates of the probability and timing of potential future financings, reverse stock split and fundamental transactions. The other assumptions used by the Company are summarized in the following tables: |
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January 2010 Class A Warrants | | December 31, 2012 | | September 30, 2013 | | | | |
Closing stock price | | $ | 1.26 | | $ | 0.28 | | | | |
Expected dividend rate | | 0 | % | 0 | % | | | |
Expected stock price volatility | | 74 | % | 78.8 | % | | | |
Risk-free interest rate | | 0.4 | % | 0.3 | % | | | |
Expected life (years) | | 2.5 | | 1.75 | | | | |
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December 2010 Warrants | | December 31, 2012 | | September 30, 2013 | | | | |
Closing stock price | | $ | 1.26 | | $ | 0.28 | | | | |
Expected dividend rate | | 0 | % | 0 | % | | | |
Expected stock price volatility | | 70.1 | % | 73 | % | | | |
Risk-free interest rate | | 0.4 | % | 0.4 | % | | | |
Expected life (years) | | 2.96 | | 2.21 | | | | |
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August 2013 Warrants | | December 31, 2012 | | September 30, 2013 | | | | |
Closing stock price | | $ | — | | $ | 0.28 | | | | |
Expected dividend rate | | — | | 0 | % | | | |
Expected stock price volatility | | — | | 80.1 | % | | | |
Risk-free interest rate | | — | | 1.6 | % | | | |
Expected life (years) | | — | | 4.88 | | | | |
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The following table summarizes the change in the estimated fair value of the Company’s warrant liabilities (in thousands): |
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Warrant Liabilities | | | | | | | | | |
Balance at December 31, 2012 | | $ | 1,995 | | | | | | | |
Warrant issuance | | 5,874 | | | | | | | |
Warrant exercise | | (513 | ) | | | | | | |
Decrease in fair value | | (3,331 | ) | | | | | | |
Balance at September 30, 2013 | | $ | 4,025 | | | | | | | |
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