4. STOCKHOLDERS' DEFICIT | Common Stock The Company has authorized 1,000,000,000 shares of common stock with $0.001 par value, of which 84,952,126 were issued and outstanding as of June 30, 2016. For the year ended December 31, 2015, there were 1,000,000,000 authorized shares of common stock, of which 2,371,017 were issued and outstanding. On February 24, 2016, the Company implemented a 1:100 reverse stock split of all of its issued and outstanding common stock. As a result of the reverse stock split, every 100 shares of issued and outstanding common stock of the Company were converted into 1 share. All fractional shares created by the reverse stock split were rounded to the nearest whole share. The number of the authorized shares did not change. For the six months ended June 30, 2016, the Company issued 82,581,109 shares of common stock as listed below: Series C Preferred Stock Conversions 29,805,879 Series C Preferred Stock Dividends 20,808,541 Common Stock Issued as Payment for Accrued Dividends 30,745 Convertible Debt Conversions 5,226,903 Series C Exchanges 18,396,800 Series B Tranche B Warrants Exchanges 8,312,241 Total 82,581,109 Preferred Stock The Company has authorized 5,000,000 shares of preferred stock with a $.001 par value. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. The board of directors designated 525,000 shares of preferred stock redeemable convertible preferred stock, none of which remain outstanding, 3,000 shares of preferred stock as Series B Preferred Stock, none of which remained outstanding, 9,000 shares of preferred stock as Series C Convertible Preferred Stock, of which 2,188 and 5,555 were issued and outstanding at June 30, 2016 and December 31, 2015, respectively, and 20,250 shares of Series C1 Convertible Preferred Stock, of which 4,312 and none were issued and outstanding at June 30, 2016 and December 31, 2015, respectively. Series C Convertible Preferred Stock On June 29, 2015, the Company entered into a securities purchase agreement with certain accredited investors for the issuance and sale of an aggregate of 6,737 shares of Series C convertible preferred stock, at a purchase price of $750 per share and a stated value of $1,000 per share. On September 3, 2015 the Company entered into an interim agreement amending the securities purchase agreement to provide for certain of the investors to purchase an additional aggregate of 1,166 shares. Total cash and non-cash expenses were valued at $853,000, resulting in net proceeds of $3,698,000. Pursuant to the Series C certificate of designations, shares of Series C preferred stock are convertible into common stock by their holder at any time, and may be mandatorily convertible upon the achievement of specified average trading prices for the Companys common stock. At June 30, 2016, there were 2,188 shares outstanding with a conversion price of $0.017824 per share, such that each share of Series C preferred stock would convert into approximately 122,755,835 shares of the Companys common stock, subject to customary adjustments, including for any accrued but unpaid dividends and pursuant to certain anti-dilution provisions, as set forth in the Series C certificate of designations. The conversion price will automatically adjust downward to 80% of the then-current market price of the Companys common stock 15 trading days after any reverse stock split of the Companys common stock, and 5 trading days after any conversions of the Companys outstanding convertible debt. Holders of the Series C preferred stock are entitled to quarterly cumulative dividends at an annual rate of 12.0% until 42 months after the original issuance date (the Dividend End Date), payable in cash or, subject to certain conditions, the Companys common stock. In addition, upon conversion of the Series C Preferred Stock prior to the Dividend End Date, the Company will also pay to the converting holder a make-whole payment equal to the amount of unpaid dividends through the Dividend End Date on the converted shares. The Series C preferred stock generally has no voting rights except as required by Delaware law. Upon the Companys liquidation or sale to or merger with another corporation, each share will be entitled to a liquidation preference of $1,000, plus any accrued but unpaid dividends. In addition, the purchasers of the Series C preferred stock received, on a pro rata basis, warrants exercisable to purchase an aggregate of approximately 120,000 shares of Companys common stock. The warrants contain anti-dilution adjustments in the event that the Company issues shares of common stock, or securities exercisable or convertible into shares of common stock, at prices below the exercise price of such warrants. As a result of the anti-dilution protection, the Company is required to account for the warrants as a liability recorded at fair value each reporting period. At June 30, 2016, the exercise price per share was $0.017824. On May 23, 2016, an investor canceled warrants exercisable into 722,211 common stock shares that were received in connection with the 2015 Series C financing. The same investor also transferred warrants exercisable for 120,000 common stock shares to two investors who also had participated in the 2015 Series C financing. Series C1 Convertible Preferred Stock Between April 27, 2016 and May 3, 2016, the Company entered into various agreements with certain holders of Series C preferred stock, including John Imhoff, the chairman of the Companys board of directors, pursuant to which those holders separately agreed to exchange each share of Series C preferred stock held for 2.25 shares of the Companys newly created Series C1 preferred stock and 9,600 shares of the Companys common stock (the Series C Exchanges). In connection with the Series C Exchanges, each holder also agreed to roll over the $1,000 stated value per share of the holders shares of Series C1 preferred stock into the next qualifying financing undertaken by the Company on a dollar-for-dollar basis and, except in the event of an additional $50,000 cash investment in the Company by the holder, to execute a customary lockup agreement in connection with the financing. In total, for 1,916 shares of Series C preferred stock surrendered, the Company issued 4,312 shares of Series C1 preferred stock and 18,396,800 shares of common stock. At June 30, 2016, there were 4,312 shares outstanding with a conversion price of $0.017824 per share, such that each share of Series C preferred stock would convert into approximately 241,949,057 shares of the Companys common stock. The Series C1 preferred stock has terms that are substantially the same as the Series C preferred stock, except that the Series C1 preferred stock does not pay dividends (unless and to the extent declared on the common stock) or at-the-market make-whole payments. Warrants The following table summarizes transactions involving the Companys outstanding warrants to purchase common stock for the quarter ended June 30, 2016: Warrants (Underlying Shares) Outstanding, January 1, 2016 2,802,384 Issuances 375,015,896 To be issued 13,791,518 Canceled / Expired (8,865,621 ) Exercised - Outstanding, June 30, 2016 382,744,177 The Company had the following shares reserved for the warrants as of June 30, 2016: Warrants (Underlying Shares) Exercise Price Expiration Date 2,852 (1) $105.00 per share November 20, 2016 18,581 (2) $10.46 per share May 23, 2018 6,030,282 (3) $0.09375 per share June 14, 2021 2,000 (4) $50.00 per share April 23, 2019 5,618 (5) $45.00 per share May 22, 2019 1,842 (5) $38.00 per share September 10, 2019 3,255 (6) $46.081 per share September 27, 2019 7,553 (7) $28.13 per share December 2, 2019 83,927 (8) $9.00 per share December 2, 2020 83,927 (8) $11.00 per share December 2, 2020 20,000 (9) $25.50 per share March 30, 2018 17,547 (10) $11.88 per share June 29, 2020 120,000 (11) $0.80 per share June 29, 2020 115,789 (12) $0.80 per share September 4, 2020 131,842 (13) $0.80 per share September 21, 2020 5,163 (14) $11.88 per share September 4, 2020 157,895 (15) $0.80 per share October 23, 2020 5,163 (16) $11.88 per share October 23, 2020 345,552,885 (17) $0.0166 per share June 14, 2021 16,586,538 (18) $0.0166 per share February 21, 2021 13,791,518 (19) $0.0174 per share June 6, 2021 382,744,177 (1) Issued as part of a November 2011 private placement. (2) Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement. (3) Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement. (4) Issued to a placement agent in conjunction with an April 2014 private placement. (5) Issued to a placement agent in conjunction with a September 2014 private placement. (6) Issued as part of a September 2014 Regulation S offering. (7) Issued to a placement agent in conjunction with a 2014 public offering. (8) Issued in June 2015 in exchange for warrants originally issued as part of a 2014 public offering. (9) Issued as part of a March 2015 private placement. (10) Issued to a placement agent in conjunction with a June 2015 private placement. (11) Issued as part of a June 2015 private placement. (12) Issued as part of a June 2015 private placement. (13) Issued as part of a June 2015 private placement. (14) Issued to a placement agent in conjunction with a June 2015 private placement. (15) Issued as part of a June 2015 private placement. (16) Issued to a placement agent in conjunction with a June 2015 private placement. (17) Issued as part of a February 2016 private placement. (18) Issued to a placement agent in conjunction with a February 2016 private placement. (19) Contractually obligated to be issued pursuant to a strategic license agreement. All outstanding warrant agreements provide for anti-dilution adjustments in the event of certain mergers, consolidations, reorganizations, recapitalizations, stock dividends, stock splits or other changes in our corporate structure; except for (10). In addition, warrants subject to footnotes (3) and (11)-(13), (15), and (17) (19) in the table above are subject to lower price issuance anti-dilution provisions that automatically reduce the exercise price of the warrants (and, in the cases of warrants subject to footnote (3) in the table above and footnote (17), increase the number of shares of common stock issuable upon exercise), to the offering price in a subsequent issuance of our common stock, unless such subsequent issuance is exempt under the terms of the warrants. The warrants subject to footnote (3) are subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require exercise of such warrants at any time following (a) the date that is the 30th day after the later of our receipt of an approvable letter from the FDA for LuViva and the date on which the common stock achieves an average market price for 20 consecutive trading days of at least $1.30 with an average daily trading volume during such 20 consecutive trading days of at least 250 shares, or (b) the date on which the average market price of the common stock for 20 consecutive trading days immediately prior to the date we deliver a notice demanding exercise is at least $162.00 and the average daily trading volume of the common stock exceeds 250 shares for such 20 consecutive trading days. If these warrants are not timely exercised upon demand, they will expire. Upon the occurrence of certain events, we also may be required to repurchase these warrants, as well as the warrants subject to footnote (2) in the table above. The warrants subject to footnote (6) in the table above are also subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require the exercise of such warrants should the average trading price of our common stock over any 30 consecutive day trading period exceed $92.16. The warrants subject to footnote (8) in the table above are also subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require exercise of 50% of the then-outstanding warrants if the trading price of our common stock is at least two times the initial warrant exercise price for any 20-day trading period. Further, in the event that the trading price of our common stock is at least 2.5 times the initial warrant exercise price for any 20-day trading period, we will have the right to require the immediate exercise of 50% of the then-outstanding warrants. Any warrants not exercised within the prescribed time periods will be canceled to the extent of the number of shares subject to mandatory exercise. The holders of the warrants subject to footnote (3) in the table above have agreed to surrender the warrants upon consummation of this offering for new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants. Series B Tranche B Warrants As discussed in footnote (3), fair value measurements, these Series B Tranche B warrants were contractually agreed to between June 13, 2016 and June 14, 2016, the Company entered into various agreements with holders of certain warrants, pursuant to which each holder separately agreed to exchange warrants for either (1) shares of common stock equal to 166% of the number of shares of common stock underlying the surrendered warrants, or (2) new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants. In total, for surrendered warrants then-exercisable for an aggregate of 94,825,888 shares of common stock (but subject to exponential increase upon operation of certain anti-dilution provisions), the Company issued or is obligated to issue 13,517,342 shares of common stock and new warrants that, if exercised as of the date hereof, would be exercisable for an aggregate of 173,365,822 shares of common stock. As of June 30, 2016, the Company had issued 8,312,241 shares of common stock and rights to common stock shares for 5,205,101. In certain circumstances, in lieu of presently issuing all of the shares (for each holder that opted for shares of common stock), the Company and the holder further agreed that the Company will, subject to the terms and conditions set forth in the applicable warrant exchange agreement, from time to time, be obligated to issue the remaining shares to the holder. No additional consideration will be payable in connection with the issuance of the remaining shares. The holders that elected to receive shares for their surrendered warrants have agreed that they will not sell shares on any trading day in an amount, in the aggregate, exceeding 20% of the composite aggregate trading volume of the common stock for that trading day. The holders that elected to receive new warrants will be required to surrender their old warrants upon consummation of the Companys next financing resulting in net cash proceeds to the Company of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered warrants as of immediately prior to consummation of the financing, subject to customary downside price protection for as long as the Companys common stock is not listed on a national securities exchange, and will expire five years from the date of issuance. |