Annual report pursuant to Section 13 and 15(d)

Common Stock

v3.8.0.1
Common Stock
12 Months Ended
Dec. 31, 2017
Common Stock [Abstract]  
Common Stock

10.Common Stock

The following transactions occurred during the years ended December 31, 2017, 2016 and 2015:

Reverse Stock Split

On May 5, 2017, the Company effected a one-for-ten reverse stock split of the outstanding shares of the Company’s common stock, together with a corresponding proportional reduction in the number of authorized shares of the Company’s capital stock.  Each ten shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding at the effective time of the reverse stock split were reclassified and combined into one share of common stock par value $0.0001 per share. The number of shares of common stock and preferred stock the Company is authorized to issue was reduced to 50 million and 10 million, respectively.  All share and per share amounts of common stock, stock options, stock warrants and restricted stock units have been restated for all periods to give retroactive effect to the reverse stock split.  Accordingly, an amount equal to the par value of the decreased shares resulting from the reverse stock split was reclassified from “Common stock” to “Additional paid-in capital.” 

Public Offerings

November 2015

On November 12, 2015, the Company closed a registered direct public offering of 1,666,667 shares of common stock and warrants to purchase up to 1,250,000 shares of common stock.  The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase 0.75 shares of common stock, at a price of $4.20 per unit, with an exercise price for the warrants of $5.30 per share.  The total gross proceeds of the offering were $7,000,000.  The warrants issued became exercisable beginning six months after the closing date, and will remain exercisable 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:





 

 

 

Gross Proceeds:

 

$

7,000,000 



 

 

 

Allocated to warrant liabilities:

 

 

2,792,500 

Allocated to common stock and additional paid-in capital

 

 

4,207,500 



 

 

 

Total allocated gross proceeds:

 

$

7,000,000 

The closing costs of $740,323 included 83,333 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.

March 2016

On March 2, 2016, the Company closed a registered direct public offering of 1,562,500 shares of common stock and warrants to purchase up to 1,171,875 shares of common stock.  The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase 0.75 shares of common stock, at a price of $3.20 per unit, with an exercise price for the warrants of $4.20 per share.  The total gross proceeds of the offering were $5,000,000.  The issued warrants issued became exercisable beginning six months after the closing date, and will remain exercisable 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:





 

 

 



 

 

 

Gross Proceeds:

 

$

5,000,000 



 

 

 

Allocated to warrant liabilities:

 

 

2,419,922 

Allocated to common stock and additional paid-in capital

 

 

2,580,078 



 

 

 

Total allocated gross proceeds:

 

$

5,000,000 

The closing costs of $575,751 included 78,125 warrants valued at $155,938 and $419,813 for placement agent and other fees.  Based upon the estimated fair value of the stock and warrants in the units, the Company allocated $169,887 to financing expense and $405,864 as stock issuance costs.

September 2016

On September 19, 2016, the Company closed a registered direct public offering of 2,400,000 shares of common stock and warrants to purchase up to 1,800,000 shares of common stock.  The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase 0.75 shares of common stock, at a price of $2.50 per unit, with an exercise price for the warrants of $3.00 per share.  The total gross proceeds of the offering were $6,000,000.  The warrants issued became exercisable beginning six months after the closing date, and will remain exercisable 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:





 

 

 



 

 

 

Gross Proceeds:

 

$

6,000,000 



 

 

 

Allocated to warrant liabilities:

 

 

1,671,120 

Allocated to common stock and additional paid-in capital

 

 

4,328,880 



 

 

 

Total allocated gross proceeds:

 

$

6,000,000 

The closing costs of $575,094 included 144,000 warrants valued at $117,130 and $457,964 for placement agent and other fees.  Based upon the estimated fair value of the stock and warrants in the units, the Company allocated $143,203 to financing expense and $431,891 as stock issuance costs.

June 2017

On June 12, 2017 the Company closed a registered direct public offering of 3,030,304 shares of common stock and warrants to purchase up to 1,515,152 shares of common stock.  The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase 0.5 shares of common stock, at a price of $3.30 per unit, with an exercise price for the warrants of $4.00 per share.  The total gross proceeds of the offering were $10,000,003.  The warrants issued became exercisable beginning six months after the closing date, and will remain exercisable 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:





 

 

 

Gross Proceeds:

 

$

10,000,003 



 

 

 

Allocated to warrant liabilities

 

 

3,673,168 

Allocated to common stock and additional paid-in capital

 

 

6,326,835 



 

 

 

Total allocated gross proceeds:

 

$

10,000,003 

The Company also issued warrants to purchase up to an aggregate 181,818 shares of common stock to the placement agent in the offering.  The closing costs for the offering of $1,193,052 included $434,320 for the placement agent warrants and $758,732 for placement agent and other fees.  Based on the estimated fair value of the stock and warrants in the units, the Company allocated $333,050 to financing expense for the warrants and $860,002 as stock issuance costs.

October 2017

On October 17, 2017 the Company closed a registered direct public offering of 3,265,309 shares of common stock and warrants to purchase up to 1,632,654 shares of common stock.  The common stock and warrants were sold in units, consisting of a share of common stock and a warrant to purchase 0.5 shares of common stock, at a price of $2.45 per unit, with an exercise price for the warrants of $2.85 per share.  The total gross proceeds of the offering were $8,000,007.  The warrants issued will become exercisable beginning six months after the closing date, and will remain exercisable 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:





 

 

 

Gross Proceeds:

 

$

8,000,007 



 

 

 

Allocated to warrant liabilities

 

 

2,360,459 

Allocated to common stock and additional paid-in capital

 

 

5,639,548 



 

 

 

Total allocated gross proceeds:

 

$

8,000,007 

The Company also issued warrants to purchase up to an aggregate 195,919 shares of common stock to the placement agent in the offering.  The closing costs for the offering of $830,111 included $270,754 for the placement agent warrants and $559,357 for placement agent and other fees.  Based on the estimated fair value of the stock and warrants in the units, the Company allocated $219,577 to financing expense for the warrants and $610,534 as stock issuance costs.

At Market Offering

On August 2, 2017, the Company terminated the at market issuance sales agreement (the “Sales Agreement”), dated March 16, 2015, with MLV & Co. LLC, now part of FBR & Co. (“MLV”), pursuant to which the Company was entitled to 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 the Company’s sales agent.  For the year ended December 31, 2015, the Company sold 140,707 shares of common stock pursuant to the Sales Agreement for $1,042,573 in gross proceeds at a weighted average price of $7.41 per share.  Net proceeds to the Company were $1,005,715 after deducting commissions and other transaction costs.  There were no shares sold under the Sales Agreement for the years ended December 31, 2017 and 2016. 

Compensatory Shares

The Company has issued restricted shares to vendors in exchange for services.  The table below summarizes the shares issued and the related market value:





 

 

 

 

 

 



 

For the Year Ended December 31,



 

2017

2016

 

2015

Compensatory shares issued

 

15,000 

 

33,000 

 

15,000 

Aggregate market value

$

31,200 

$

97,649 

$

102,000 



Stock Option and Stock Warrant Exercises

The table below summarizes stock options and stock warrants exercised:





 

 

 

 

 

 



 

For the Year Ended December 31,



 

2017

2016

 

2015

Stock Option Exercises

 

 

 

 

 

 

Number of shares issued

 

25,000 

 

 -

 

88,943 

Total cash received

$

77,500 

$

 -

$

708,617 



 

 

 

 

 

 

Stock Warrant Exercises

 

 

 

 

 

 

Number of shares issued

 

1,652,623 

 

 -

 

4,730 

Total cash received

$

5,354,093 

$

 -

$

22,325 

Treasury Stock Transactions

On December 3, 2015, the Company retired 11,321 shares of treasury stock with an aggregate purchase price of $128,410.