Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
5 | Stockholders' Equity | | | | | | | | | | | | | | | |
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Preferred Stock |
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Subsequent to the issuances of the preferred stock, the Company has undertaken a number of common stock offerings that impact the preferred stock conversion ratios. As of June 30, 2014, current Series A and B preferred stockholders holding 73,332 preferred shares are entitled to receive an aggregate of 123,114 shares (49,782 additional shares) of common stock upon conversion of their holdings, as a result of the conversion ratio adjustments. The number of shares issuable upon conversion is subject to further adjustment should the Company in the future undertake one or more offerings of its common stock at less than the prevailing market price. In the six months ended June 30, 2014, the Company issued 1,397 common shares to prior preferred stock holders based on the adjustment of the conversion ratios. |
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The 49,782 incremental shares associated with the conversion ratio adjustment will be recorded to common stock at par with the offset to additional paid in capital as all of the convertible preferred stock was issued prior to the November 16, 2000 effective date of certain provisions of Accounting Standards Codification 470 (formerly, EITF 00-27 Application of Issue No. 98-5 to Certain Convertible Instruments). |
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Common Stock |
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On January 29, 2014, the Company raised $80,616,032 (net of $5,633,968 in commission and other offering expenses) from the sale of 7,500,000 shares of the Company's common stock at $11.50 per share. The Company plans to use the net proceeds from the offering for the continued development of its pharmaceutical product DSC127, for sales force expansion and for general corporate purposes. |
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On May 20, 2014, stockholders of the Company approved the proposal to increase the number of authorized shares of common stock from 35,000,000 to 50,000,000. On June 6, 2014, the Company amended its Certificate of Incorporation to reflect the increase in the number of authorized common stock. During the six months ended June 30, 2014, the Company issued 7,889,511 shares of common stock consisting of: 7,500,000 shares in connection with the January 29, 2014 equity offering, 325,621 shares upon the exercise of stock purchase warrants and options for which the Company received $2,245,782; 62,493 shares in connection with the vesting of 71,800 restricted share units, and 1,397 shares in connection with preferred stock conversion ratio adjustments. |
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Stock Purchase Warrants |
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At June 30, 2014, the Company had warrants outstanding to purchase shares of the Company's common stock consisting of the following: |
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Series | | Number of Warrants | | | Exercise Price | | | Expiration Date | | | | | | |
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N | | | 100,000 | | | $ | 6.25 | | | 22-Feb-15 | | | | | | |
O | | | 102,734 | | | $ | 5.5 | | | 22-Feb-15 | | | | | | |
P | | | 2,187 | | | $ | 6.25 | | | 16-Feb-15 | | | | | | |
Q | | | 133,333 | | | $ | 5.5 | | | 22-Feb-15 | | | | | | |
R | | | 1,705,330 | | | $ | 9.9 | | | 22-Jun-16 | | | | | | |
S | | | 100,000 | | | $ | 11.81 | | | 14-Jan-19 | | | | | | |
Total | | | 2,143,584 | | | | | | | | | | | | | |
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During the six months ended June 30, 2014, a total of 261,688 warrants were exercised on a for cash and cashless basis consisting of 128,166 Series O, 127,272 Series R, and 6,250 Series L warrants. A total of 260,111 shares of common stock were issued in connection with the 2014 warrant exercises. |
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Equity Based Compensation |
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Under the Equity Incentive Plan (the “EIP Plan”) the Company is authorized to issue shares of common stock. On May 20, 2014, stockholders of the Company approved the proposal to increase the number of authorized shares of common stock the Company can issue from 4,500,000 to 6,000,000. The EIP Plan authorizes the Company to grant equity-based and cash-based incentive compensation in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards, for the purpose of providing the Company's employees, non-employee directors and consultants with incentives and rewards for performance. At June 30, 2014, options to purchase 2,324,554 shares and 744,850 restricted share units were issued and outstanding under the EIP Plan and 2,235,035 shares were available for grant. |
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Stock Options |
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The EIP Plan permits the granting of both incentive and nonqualified stock options to employees and nonqualified stock options to non-employee directors and consultants of the Company. The option exercise price may not be less than the fair market value of the stock on the date of the grant of the option. The duration of each option may not exceed 10 years from the date of grant. |
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For the three and six months ended June 30, 2014 and 2013, the fair value of each option award was estimated at the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used were as follows: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 |
Risk-free interest rate | | | 1.97 | % | | | 1.16 | % | | | 1.79 | % | | | 1.22 | % |
Volatility factor | | | 61.9 | % | | | 70.2 | % | | | 63.2 | % | | | 70 | % |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Expected option life (years) | | | 6.25 | | | | 6.25 | | | | 5.89 | | | | 6.25 | |
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The risk-free rate utilized represents the U.S. treasury yield curve rate for the expected option life at the time of grant. The volatility factor was calculated based on the Company's historical stock price volatility equal to the expected life of the option at the grant date. The dividend yield is 0% since the Company does not anticipate paying dividends in the near future. The simplified expected option life method is used to determine the expected option life for Company employees and directors while the contractual option life period is utilized for consultants. |
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Based on the Company's historical experience of options that were forfeited before becoming fully vested, the Company has assumed an annualized forfeiture rate of 1.0% for all options. The Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture rate is higher than estimated. |
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A summary of the Company's stock option activity and related information for the six months ended June 30, 2014 is as follows: |
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| | Options | | | Weighted Average Exercise Price | | | | | | | | | |
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Outstanding – January 1, 2014 | | | 1,814,233 | | | $ | 7.67 | | | | | | | | | |
Granted | | | 628,661 | | | $ | 13.04 | | | | | | | | | |
Forfeited | | | (12,662 | ) | | $ | 12.13 | | | | | | | | | |
Exercised | | | (102,178 | ) | | $ | 6.95 | | | | | | | | | |
Expired | | | (3,500 | ) | | $ | 12.28 | | | | | | | | | |
Outstanding – June 30, 2014 | | | 2,324,554 | | | $ | 9.12 | | | | | | | | | |
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Expected to vest – June 30, 2014 | | | 2,301,308 | | | $ | 9.12 | | | | | | | | | |
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Exercisable at June 30, 2014 | | | 1,557,590 | | | $ | 7.53 | | | | | | | | | |
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During 2014, the Company granted 443,335 service based options and 185,326 performance based options to Company employees and consultants. The weighted average fair value per share of options granted during the six months ended June 30, 2014 was $7.64. |
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During the six months ended June 30, 2014, 102,178 stock options were exercised on a for cash and cashless basis. A total of 65,510 shares of common stock were issued in connection with the 2014 stock option exercises. The intrinsic value of options exercised in 2014 was $467,604. |
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During the three and six months ended June 30, 2014 and 2013, stock option compensation expense was recorded as follows: |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2014 | | 2013 | | | 2014 | | 2013 | |
Cost of sales | | $ | 32,870 | | $ | 13,636 | | $ | 118,046 | | $ | 68,343 | |
Selling, general and administrative expenses | | | 623,336 | | | 627,186 | | | 1,836,158 | | | 1,135,792 | |
Research and development | | | 82,385 | | | 13,895 | | | 103,171 | | | 71,655 | |
Total stock option compensation expense | | $ | 738,591 | | $ | 654,717 | | $ | 2,057,375 | | $ | 1,275,790 | |
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As of June 30, 2014, there was $3,429,722 of unrecognized compensation cost related to nonvested service based awards and $498,503 related to nonvested performance based awards. These costs are expected to be recognized over the options' remaining weighted average vesting period of 2.20 years and 0.50 years for the service and performance based awards, respectively. |
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Restricted Share Units |
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The Company has issued service, performance and market based restricted share units to employees and directors of the Company. Expense for restricted share awards is amortized on a straight-line basis over the awards' vesting period. The fair value of service and performance awards are determined using the quoted market price of the Company's common stock on the date of grant, while market based performance awards are valued using a binomial/lattice pricing model. |
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The following table summarizes the restricted share unit activity for the period: |
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| | | | Weighted | | | | | | | | |
Number of Units | Average Fair Value | | | | | | | | |
Unvested–January 1,2014 | | | 720,550 | | $ | 9.03 | | | | | | | | |
Granted | | | 101,100 | | | 10.05 | | | | | | | | |
Vested | | | -71,800 | | | 13.48 | | | | | | | | |
Forfeited | | | -5,000 | | | 10.74 | | | | | | | | |
Unvested–June 30, 2014 | | | 744,850 | | $ | 8.82 | | | | | | | | |
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In connection with the vesting of restricted share unit awards during the six months ended June 30, 2014, 9,307 common stock shares with a fair value of $121,618 were withheld in satisfaction of employee tax withholding obligations. |
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During the three months ended June 30, 2014 and 2013, restricted share unit compensation expense was $715,117 and $661,329, and for the six months ended June 30, 2014 and 2013, restricted share unit compensation expense was $1,390,033 and $1,192,925, respectively, and included in selling, general and administrative expense. |
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As of June 30, 2014, there was $4,237,494 of unrecognized compensation cost related to unvested restricted share units. These costs are expected to be recognized over the restricted shares units' remaining weighted average vesting period of 1.32 years. |
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In consideration of prior service, the Company accelerated the vesting of any unvested stock options and the restricted share units scheduled to vest in 2014 of a retiring director and extended the date to exercise vested stock options to 24 months (versus 90 days) from the date of retirement. An additional $48,536 of stock based compensation expense was recognized during the six months ended June 30, 2014 and included in selling, general and administrative expense in connection with the retirement. For the six months ended June 30, 2013, the Company recognized an additional $337,422 of stock based compensation expense associated with a director's retirement and a former director's consulting expenses which were included in selling, general and administrative expense. |
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Shares Reserved for Future Issuance |
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At June 30, 2014, the Company had reserved the following shares of common stock for future issuance: |
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Convertible preferred stock (series A – B) | | | 73,332 | | | | | | | | | | | | | |
Additional stock issuable related to conversion of preferred stock (series A – B) | | | 49,782 | | | | | | | | | | | | | |
Common stock options outstanding | | | 2,324,554 | | | | | | | | | | | | | |
Common stock warrants outstanding | | | 2,143,584 | | | | | | | | | | | | | |
Restricted share units outstanding | | | 744,850 | | | | | | | | | | | | | |
Common stock equivalents available for grant | | | 2,235,035 | | | | | | | | | | | | | |
Total common stock shares reserved | | | 7,571,137 | | | | | | | | | | | | | |
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