12. STOCKHOLDERS' EQUITY | Series A Convertible Preferred Stock Financing Transactions The Series E warrants, which may be exercised on a cashless basis, are exercisable immediately upon issuance at an initial exercise price of $0.01 per share and expire on the tenth anniversary of the date of issuance. The Series E warrants are subject to limitation on exercise if QVT and its affiliates would beneficially own more than 9.99% (4.99% for the other accredited investment fund holder) of the total number of Palatin's shares of common stock following such exercise. The Series F warrants are exercisable at an initial exercise price of $0.91 per share, exercisable immediately upon issuance and expire on the fifth anniversary of the date of issuance. The Series F warrants are subject to the same beneficial ownership limitation as the Series E warrants. The purchase agreement for the private placement provides that the purchasers have certain rights until the earlier of approval of bremelanotide for FSD by the U.S. Food and Drug Administration and July 3, 2018, including rights of first refusal and participation in any subsequent equity or debt financing. The purchase agreement also contains certain restrictive covenants so long as the funds continue to hold specified amounts of warrants or beneficially own specified amounts of the outstanding shares of common stock. Common Stock Transactions The purchase agreement for the private placement provides that the purchasers have certain rights until the earlier of approval of bremelanotide for FSD by the U.S. Food and Drug Administration and December 23, 2018, including rights of first refusal and participation in any subsequent equity or debt financing. The purchase agreement also contains certain restrictive covenants so long as the funds continue to hold specified amounts of warrants or beneficially own specified amounts of the outstanding shares of common stock. Outstanding Stock Purchase Warrants Shares of Common Stock Exercise Price per Share Latest Termination Date 20,771,740 1.00 March 2, 2017 6,117,245 0.01 July 3, 2022 35,344,341 0.01 September 27, 2022 666,666 0.75 December 23, 2019 24,949,325 0.01 December 23, 2024 2,191,781 0.91 July 2, 2020 549,450 0.91 July 2, 2020 21,917,808 0.01 July 2, 2025 112,508,356 During the year ended June 30, 2016, the Company issued 10,890,889 shares of common stock pursuant to the cashless exercise provisions of warrants at an exercise price of $0.01. During the year ended June 30, 2015, the Company received $254,148 and issued 15,130,573 shares of common stock pursuant to the exercise of warrants at exercise prices of $0.01 and $1.00, including warrants exercised pursuant to cashless exercise provisions. During the year ended June 30, 2014, the Company received $37,500 and issued 50,000 shares of common stock pursuant to the exercise of warrants at an exercise price of $0.75 per share. Stock Plan The Company also has outstanding options that were granted under the 2005 Stock Plan. The Company expects to settle option exercises under any of its plans with authorized but currently unissued shares. The following table summarizes option activity and related information for the years ended June 30, 2016, 2015 and 2014: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding - July 1, 2013 3,851,448 $ 1.99 8.2 Granted 603,400 1.02 Forfeited (161,900 ) 0.68 Expired (50,975 ) 24.95 Outstanding - June 30, 2014 4,241,973 1.63 7.7 Granted 975,800 1.06 Forfeited (78,810 ) 1.92 Expired (8,733 ) 36.47 Outstanding - June 30, 2015 5,130,230 1.46 7.3 Granted 355,000 0.54 Forfeited (170,550 ) 0.80 Expired (52,940 ) 22.53 Outstanding - June 30, 2016 5,261,740 $ 1.21 6.2 $ Exercisable at June 30, 2016 3,769,402 $ 1.35 5.4 $ Expected to vest at June 30, 2016 1,209,630 $ 0.83 8.5 $ For the years ended June 30, 2016, 2015 and 2014, the fair value of option grants is estimated at the grant date using the Black-Scholes model. The Companys weighted average assumptions for the years ended June 30, 2016, 2015 and 2014 were as follows: 2016 2015 2014 Risk-free interest rate 1.4 % 1.9 % 1.9 % Volatility factor 73.5 % 83.4 % 97.1 % Dividend yield 0 % 0 % 0 % Expected option life (years) 5.7 6.1 6.1 Weighted average grant date fair value $ 0.35 $ 0.76 $ 0.80 Expected volatilities are based on the Companys historical volatility. The expected term of options is based upon the simplified method, which represents the average of the vesting term and the contractual term. The risk-free interest rate is based on U.S. Treasury yields for securities with terms approximating the expected term of the option. For the years ended June 30, 2016, 2015 and 2014 the Company recorded stock-based compensation related to stock options of $529,454, $572,609 and $520,855, respectively. As of June 30, 2016, there was $674,007 of unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 2.31 years. In June 2016, the Company granted 262,500 options to its non-employee directors under the Companys 2011 Stock Incentive Plan. The Company will amortize the fair value of these options of $81,435, over the vesting period. During the year ended June 30, 2016, the Company granted an aggregate 92,500 options to certain employees under the Companys 2011 Stock Incentive Plan. The Company is amortizing the fair value of these options of $41,470, over the vesting period. In June 2015, the Company granted 570,000 options to its executive officers, 185,800 options to its employees and 160,000 options to its non-employee directors under the Companys 2011 Stock Incentive Plan. The Company is amortizing the fair value of these options of $446,748, $145,439 and $111,876, respectively, over the vesting period. In June 2014, the Company granted 325,000 options to its executive officers, 143,400 options to its employees and 135,000 options to its non-employee directors under the Companys 2011 Stock Incentive Plan. The Company is amortizing the fair value of these options of $265,726, $117,247 and $97,530, respectively, over the vesting period. Stock options granted to the Companys executive officers and employees vest over a 48 month period, while stock options granted to its non-employee directors vest over a 12 month period. In June 2016, the Company made the following modifications to certain stock options that were granted to a former non-employee director in recognition of their prior services; i) accelerated the vesting, and ii) extended the date to exercise vested stock options to 24 months from the date of termination. An incremental $16,187 of stock-based compensation expense was recognized during the year ended June 30, 2016 and included in general and administrative expense in connection with these activities. During the year ended June 30, 2015, the Company made the following modifications to certain stock options that were granted to a terminated employee and former non-employee directors in recognition of their prior services; i) accelerated the vesting, and ii) extended the date to exercise vested stock options to 24 months from the date of termination. An incremental $73,664 of stock-based compensation expense was recognized during the year ended June 30, 2015 and included in general and administrative expense in connection with these activities. During the year ended June 30, 2014, the Company made the following modifications to certain stock options that were granted to certain terminated employees in recognition of their prior services; i) accelerated the vesting, and ii) extended the date to exercise vested stock options to 24 months from the date of termination. An incremental $22,000 of stock-based compensation expense was recognized during the year ended June 30, 2014 and included in research and development expense in connection with these activities. Restricted Stock Units 2016 2015 2014 Outstanding at beginning of year 1,028,017 957,150 757,500 Granted 2,302,500 785,800 603,400 Forfeited (2,563 ) (9,100 ) (25,000 ) Vested (662,186 ) (705,833 ) (378,750 ) Outstanding at end of year 2,665,768 1,028,017 957,150 For the years ended June 30, 2016, 2015 and 2014 the Company recorded stock-based compensation related to restricted stock units of $1,297,724, $594,670 and $300,485, respectively. In June 2016, the Company granted 262,500 restricted stock units to its non-employee directors under the Companys 2011 Stock Incentive Plan. The Company is amortizing the fair value of these options of $131,250, over the vesting period. In January 2016, the Company granted 50,000 restricted stock units to an employee and is amortizing the fair value of these restricted stock units of $30,000 over a 48 month vesting period. In December 2015, the Company granted 625,000 performance-based restricted stock units to its executive officers and 200,000 performance-based restricted stock units to its employees under the Companys 2011 Stock Incentive Plan, which vest during the performance period, ending December 31, 2017, if and upon the earlier of: i) achievement of a closing price for the Companys common stock equal to or greater than $1.20 per share for 20 consecutive trading days, which is considered a market condition, or ii) entering into a collaboration agreement (U.S. or global) of bremelanotide for FSD, which is considered a performance condition. The Company determined that the performance condition was not probable of achievement on the date of grant since such condition is outside the control of the Company. The fair value of these awards, as calculated under a multifactor Monte Carlo simulation, was $338,250. The Company is amortizing the fair value over the derived service period of 0.96 years. Also, in December 2015, the Company granted 625,000 restricted stock units to its executive officers, 340,000 restricted stock units to its non-employee directors and 200,000 restricted stock units to its employees under the Companys 2011 Stock Incentive Plan. For executive officers and employees, the restricted stock units vest 25% on the date of grant and 25% on the first, second and third anniversary dates from the date of grant. For non-employee directors, the restricted stock units vest 50% on the first and second anniversary dates from the date of grant. The Company is amortizing the fair value of these restricted stock units of $425,000, $231,200 and $136,000, respectively, over the vesting period. In June 2015, the Company granted 400,000 restricted stock units to its executive officers, 185,800 restricted stock units to its employees and 160,000 restricted stock units to its non-employee directors under the Companys 2011 Stock Incentive Plan. The Company is amortizing the fair value of these restricted stock units of $432,000, $200,664, and $172,800, respectively, over the vesting period. In addition, in June 2015, the Company granted 20,000 restricted stock units to former non-employee directors in recognition of their prior services. These restricted stock units vested upon issuance and the Company recognized the fair value of these restricted stock units of $21,600 as stock-based compensation expense which was included in general and administrative expense at June 30, 2015. In January 2015, the Company granted 20,000 restricted stock units to an employee and is amortizing the fair value of these restricted stock units of $16,000 over a 24 month vesting period. In June 2014, the Company granted 325,000 restricted stock units to its executive officers, 143,400 restricted stock units to its employees and 135,000 restricted stock units to its non-employee directors under the Companys 2011 Stock Incentive Plan. The Company is amortizing the fair value of these restricted stock units of $331,500, $146,268 and $137,700, respectively, over the vesting period. Generally, restricted stock units granted to the Companys executive officers, employees and non-employee directors in 2015 and 2014 vest over 24 months, 48 months and 12 months, respectively. In June 2013, the Company granted 420,000 restricted stock units to its executive officers and 115,000 restricted stock units to employees under the Companys 2011 Stock Incentive Plan. The Company amortized the fair value of these restricted stock units of $260,000 and $71,000, respectively, over the 24 month vesting period ended June 30, 2015. In July 2012, the Company granted 222,500 restricted stock units to its executive officers under the Companys 2011 Stock Incentive Plan. The Company amortized the fair value of these restricted stock units of $160,000 over the 24 months ending July 2014. During the year ended June 30, 2014, the Company accelerated the vesting of certain restricted stock units that were granted to a terminated employee in recognition of prior services. An incremental $12,000 of stock-based compensation expense was recognized during the year ended June 30, 2014 and included in research and development expense in connection with these activities. In connection with the vesting of restricted share units during the years ended June 30, 2016, 2015 and 2014, the Company withheld 123,483, 174,568 and 129,103 shares with aggregate values of $58,401, $164,136 and $120,007, respectively, in satisfaction of minimum tax withholding obligations. |