10.Common Stock

The following transactions occurred during the years ended December 31, 2015, 2014 and 2013:

Public Offerings

July 2013

On July 26, 2013 the Company closed on a registered direct public offering to issue and sell 11,400,000 shares of common stock and warrants to purchase up to 3,990,000 shares of common stock.  The common stock and warrants were sold in units, consisting of common stock and a warrant to purchase 0.35 shares of common stock, at a price of $0.50 per share, and the warrants have an exercise price of $0.59 per share.  The total gross proceeds of the offering were $5,700,000.  The warrants issued are exercisable beginning six months after the closing date until the five-year anniversary of the closing date and were recorded as liabilities at fair value. 

A summary of the allocation of the proceeds of the offering is shown below:

 

The closing costs of $637,334 included 456,000 warrants valued at $110,489 and $526,845 for placement agent and other fees.  Based upon the estimated fair value of the stock and warrants in the units, the Company allocated $112,559 to financing expense and $524,775 as stock issuance costs.

October 2013

On October 16, 2013, the Company closed on a registered direct public offering to issue and sell 10,192,309 shares of common stock and warrants to purchase up to 3,567,309 shares of common stock.  The common stock and warrants were sold in units, consisting of common stock and a warrant to purchase 0.35 shares of common stock, at a price of $0.52 per share, and the warrants have an exercise price of $0.575 per share.  The total gross proceeds of the offering were $5,300,001.  The warrants issued are exercisable beginning six months after the closing date until the five-year anniversary of the closing date and were recorded as liabilities at fair value. 

A summary of the allocation of the proceeds of the offering is shown below:

 

The closing costs of $519,368 included 407,692 warrants valued at $87,368 and $432,000 for placement agent and other fees.  Based upon the estimated fair value of the stock and warrants in the units, the Company allocated $91,653 to financing expense and $427,715 as stock issuance costs.

 

 

January 2014

On January 21, 2014 the Company closed on a registered direct public offering to issue and sell 19,047,620 shares of common stock and warrants to purchase up to 4,761,905 shares of common stock.  The common stock and warrants were sold in units, consisting of common stock and a warrant to purchase 0.25 shares of common stock, at a price of $1.05 per share, and the warrants have an exercise price of $1.28 per share.  The total gross proceeds of the offering were $20,000,001.  The warrants issued are exercisable beginning six months and one day after the closing date until the five-year anniversary of the closing date and were recorded as liabilities at fair value. 

A summary of the allocation of the proceeds of the offering is shown below:

 

The total closing costs of the offering were $1,365,754, which consisted of placement agent and other professional fees.  Based upon the estimated fair value of the stock and warrants in the units, the Company allocated $206,172 to financing expense and $1,159,582 as stock issuance costs.

November 2015

On November 12, 2015, the Company closed on a registered direct public offering to issue and sell 16,666,667 shares of common stock and warrants to purchase up to 12,500,000 shares of common stock.  The common stock and warrants were sold in units, consisting of common stock and a warrant to purchase 0.75 shares of common stock, at a price of $0.42 per share, and the warrants have an exercise price of $0.53 per share.  The total gross proceeds of the offering were $7,000,000.  The warrants issued are exercisable beginning six months after the closing date until the five-year anniversary of the initial exercise date and were recorded as liabilities at fair value. 

A summary of the allocation of the proceeds of the offering is shown below:

 

The closing costs of $740,323 included 833,333 warrants valued at $174,417 and $565,906 for placement agent and other fees.  Based upon the estimated fair value of the stock and warrants in the units, the Company allocated $211,116 to financing expense and $529,207 as stock issuance costs.

At Market Offering

On March 16, 2015, the Company entered into an at market (“ATM”) issuance sales agreement (the “Sales Agreement”) with MLV & Co. LLC (“MLV”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $40 million from time to time, at its option, through MLV as its sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-196255), as supplemented by a prospectus supplement dated March 16, 2015.  The Company will pay MLV a commission of 3.0% of the gross proceeds of the sale of any shares sold through MLV. For the year ended December 31, 2015, the Company sold 1,407,072 shares of common stock pursuant to the Sales Agreement for $1,042,573 in gross proceeds at a weighted average price of $0.7410 per share.  Net proceeds to the Company were $1,005,715 after deducting commissions and other transaction costs.  Pursuant to the securities purchase agreement entered into in connection with the Company’s registered direct offering that closed on March 2, 2016, the Company is prohibited from selling shares under the Sales Agreement until March 2, 2017.  See Note 17, “Subsequent Events”, for information on this registered direct offering.

Compensatory Shares

The Company has issued shares to vendors in exchange for services.  A summary of the shares issued, and the related market value is shown below:

 

 

Stock Option and Stock Warrant Exercises

The table below summarizes stock options and stock warrants exercised:

 

Treasury Stock Transactions

On April 14, 2014, an option holder exercised stock options by a net exercise.  The Company withheld 99,010 shares in treasury as payment for the $100,000 aggregate exercise price.

On December 3, 2015, the Company retired 113,215 shares of treasury stock with an aggregate purchase price of $128,410.