Stockholders’ Equity

Common Stock

During the six months ended June 30, 2019, the Company issued a total of 1,609,511 shares of Common Stock. The Company issued 183,334 shares of its common stock, 150,000 warrants, and 200,000 shares of Series C Convertible Preferred Stock through a private placement in January 2019 to PoC Capital, LLC (“PoC”) in exchange for funding Company’s clinical trials in the aggregate amount of $1.675 million. The Company also received gross proceeds of $3.0 million from the sale of 421,917 shares of its common stock, 840,181 warrants, and 418,264 pre-funded warrants through registered direct offerings and private placements in April and May 2019. 497,313 shares were issued upon exercise of warrants for a weighted-average price of $6.60. 10,795 shares were issued upon vesting of restricted stock units (“RSUs”). 333,333 shares were issued upon conversion of Series C Convertible Preferred Stock. In addition, 6,466 shares were issued for share rounding as a result of the reverse stock split.

Stock Options

Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Included in cost of revenue	$	—	$	(9,143	)	$	—	$	30,488
Included in research and development expense	$	86,058	$	111,812		$	196,139	$	507,521
Included in selling, general and administrative expense	62,776		118,631			152,763		1,089,422
Total stock-based compensation expense	$	148,834	$	221,300		$	348,902	$	1,627,431

The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2019 and 2018, net of expected forfeitures, was $1,735,973 and $650,165, respectively, which is expected to be recognized over a weighted-average remaining vesting period of 2.5 and 1.4 years, respectively. The weighted-average remaining contractual term of outstanding options as of June 30, 2019 was approximately 9.7 years. The total fair value of stock options vested during the six months ended June 30, 2019 and 2018 were $279,760 and $1,246,260, respectively.

The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the following periods indicated:



	Six Months Ended June 30,
	2019		2018
Risk-free interest rate	1.8	%	2.43	%
Dividend yield	0	%	0	%
Expected volatility	95	%	90	%
Expected term	5.9 years		5.2 years

A summary of stock option activity and changes in stock options outstanding is presented below:



	Total Options		Weighted-Average Exercise Price Per Share		Intrinsic Value
Balance outstanding, December 31, 2018	83,345		$	146.09	$	—
Granted	961,313		$	2.50
Canceled / Forfeited	(11,384	)	$	70.82
Balance outstanding, June 30, 2019	1,033,274		$	13.34	$	19,059
Exercisable at June 30, 2019	74,486		$	149.43	$	—

On June 6, 2019, the number of authorized shares in the Trovagene 2014 Equity Incentive Plan (“2014 EIP”) was increased from 243,056 to 1,243,056. As of June 30, 2019, there were 161,500 shares available for issuance under the 2014 EIP.

Restricted Stock Units

The weighted-average grant date fair value of the RSUs was $4.04 per share during the six months ended June 30, 2019. There were no RSUs granted during the six months ended June 30, 2018.

A summary of the RSU activity is presented below:



	Number of Shares		Weighted-Average Grant Date Fair Value Per Share		Intrinsic Value
Non-vested RSUs outstanding, December 31, 2018	30,132		$	14.36	$	95,005
Granted	167		$	4.04
Vested	(10,795	)	$	13.67	$	41,233
Forfeited	(5,317	)	$	13.04
Non-vested RSUs outstanding, June 30, 2019	14,187		$	15.25	$	35,468

At June 30, 2019, total unrecognized compensation cost related to non-vested RSUs was $122,189, which is expected to be recognized over a weighted-average period of 1.3 years. The total fair value of vested RSUs during the six months ended June 30, 2019 and 2018 were $147,516 and $1,071,069, respectively.

Warrants

A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below:



	Total Warrants		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term
Balance outstanding, December 31, 2018	3,649,341		$	8.91	4.4
Granted	1,408,510		$	3.50
Exercised	(653,666	)	$	5.96
Balance outstanding, June 30, 2019	4,404,185		$	7.62	4.3

Series C Convertible Preferred Stock

On January 25, 2019, the Company entered into a Master Services Agreement and a Stock and Warrant Subscription Agreement with PoC, whereby PoC agreed to finance $1.675 million in clinical studies, including the development costs associated with Phase 1b/2 trial of onvansertib in combination with FOLFIRI and Avastin^® in patients with metastatic Colorectal Cancer (“mCRC”) harboring KRAS mutation in exchange for (i)183,334 shares of common stock, (ii) warrants to purchase an aggregate of 150,000 shares of common stock, with an exercise price of $3.762 per share, expiring on January 25, 2024, and (iii) 200,000 shares of Series C Convertible Preferred Stock, each share of which was convertible into 1.67 shares of common stock.

The Company evaluated the awards issued under this transaction and determined they should be classified as equity. These equity awards were fully vested and nonforfeitable. Since the equity awards were for clinical study services yet to be provided, the Company recognized $1.675 million service receivables as contra equity. The Company releases the service receivables as clinical study services are performed. The conversion feature of the Series C Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series C Convertible Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from inception, the Company immediately recorded a non-cash deemed dividend of $0.3 million related to the beneficial conversion feature arising from the issuance of Series C Convertible Preferred Stock. This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share.

The holders of Series C Convertible Preferred Stock were granted the right to vote, on an as-converted to common stock basis (limited to 93.41% of the then as-if converted common stock) all matters submitted to a vote of holders of the Company’s common stockholders. In the event of liquidation, dissolution or winding-up, holders of Series C Convertible Preferred Stock were entitled to receive the same amount that a holder of the Company’s common stock would receive if the Series C Convertible Preferred Stock were fully converted into shares of the Company’s common stock at the conversion price which amounts shall be paid pari passu with all holders of common stock.

In April of 2019, all 200,000 shares of Series C Convertible Preferred Stock were converted into 333,333 shares of the Company's common stock. As of June 30, 2019, there were no shares of Series C Convertible Preferred Stock outstanding.