Stockholders' equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' equity

Note 8 – Stockholders’ equity

As of March 31, 2020, the Company has 50,000,000 shares of authorized common shares and 12,468,214 shares issued and outstanding, and 10,000,000 shares of authorized preferred shares, of which none were issued or outstanding.

Following receipt of approval from stockholders at a special meeting of stockholders held on January 17, 2018, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock, at a ratio of one share for twenty-five shares, and to reduce the authorized shares of common stock from 200,000,000 to 50,000,000 shares. Additionally, following receipt of approval from stockholders at a special meeting of stockholders held on August 22, 2019, the Company filed an additional amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock, at a ratio of one share for twenty shares. All share amounts and per share prices in this Quarterly Report have been adjusted to reflect the reverse stock splits.

On March 29, 2019, the Company closed the March 2019 Public Offering of 450,000 shares of its common stock at a public offering price of $12.00 per share. The offering raised gross proceeds of $5.4 million and net proceeds of approximately $4.8 million.

On October 28, 2019, the Company closed the October 2019 Public Offering of 2,590,170 units at $2.00 per unit and 2,109,830 pre-funded units at $1.99 per pre-funded unit. The offering raised gross proceeds of approximately $9.4 million and net proceeds of approximately $8.3 million. As of March 31, 2020, the 2,109,830 pre-funded warrants issued in the October 2019 Public Offering have been exercised. Additionally, during the three months ended March 31, 2020, 4,071,000 common warrants were exercised raising net proceeds of approximately $8.1 million.

In connection with the October 2019 Public Offering, the Company issued to its placement agent warrants to purchase 235,000 shares of common stock. The warrants issued to the placement agent have an exercise price of $2.60 per share and are exercisable for five years.

On February 11, 2020, the Company entered into an ATM Agreement with Wainwright, pursuant to which the Company may offer and sell from time to time in an “at the market offering,” at its option, up to an aggregate of $15.7 million of shares of the Company's common stock through Wainwright, as sales agent. During the three months ended March 31, 2020, the Company sold 2,814,934 shares of its common stock under the 2020 ATM Offering resulting in aggregate net proceeds to the Company of approximately $5.5 million, and gross proceeds of $5.8 million. As of March 31, 2020, remaining availability under the at the market offering is $9.9 million.

Stock options

In 2008, the Company adopted the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), pursuant to which the Company’s Board of Directors could grant either incentive or non-qualified stock options or shares of restricted stock to directors, key employees, consultants and advisors.

In April 2015, the Company adopted, and the Company’s stockholders approved, the 2015 Equity Incentive Plan (the “2015 Plan”); the 2015 Plan became effective upon the execution and delivery of the underwriting agreement for the Company’s initial public offering in May 2015. Following the effectiveness of the 2015 Plan, no further grants will be made under the 2008 Plan. The 2015 Plan provides for the granting of incentive stock options within the meaning of Section 422 of the Code to employees and the granting of non-qualified stock options to employees, non-employee directors and consultants. The 2015 Plan also provides for the grants of restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and stock payments to employees, non-employee directors and consultants.

Under the 2015 Plan, the aggregate number of shares of the common stock authorized for issuance may not exceed (1) 54,200 plus (2) the sum of the number of shares subject to outstanding awards under the 2008 Plan as of the 2015 Plan’s effective date, that are subsequently forfeited or terminated for any reason before being exercised or settled, plus (3) the number of shares subject to vesting restrictions under the 2008 Plan as of the 2015 Plan’s effective date that are subsequently forfeited. In addition, the number of shares that have been authorized for issuance under the 2015 Plan will be automatically increased on the first day of each fiscal year beginning on January 1, 2016 and ending on (and including) January 1, 2025, in an amount equal to the lesser of (1) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (2) another lesser amount determined by the Company’s Board of Directors. Shares subject to awards granted under the 2015 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2015 Plan. However, shares that have actually been issued shall not again become available unless forfeited. As of March 31, 2020, 229,533 shares remain available for issuance under the 2015 Plan, which includes 223,291 shares automatically added to the 2015 Plan on January 1, 2020.

For the three months ended March 31, 2020 and 2019, the Company recognized share-based compensation expense as follows:

	Three Months Ended March 31,
	2020		2019
Cost of services	$	728	$	38
Research and development		13,986		17,127
General and administrative		61,488		76,013
Sales and marketing		3,538		4,855
	$	79,740	$	98,033

No income tax benefit for share-based compensation arrangements was recognized in the condensed consolidated statements of operations and comprehensive loss due to the Company’s net loss position.

The Company did not grant any stock options during the three months ended March 31, 2020. During the three months ended March 31, 2020, 28 options were forfeited and 230 options expired. The Company had total stock options to acquire 9,396 shares of common stock outstanding at March 31, 2020.

Restricted stock units

During the three months ended March 31, 2020, no restricted stock units vested and 200 restricted stock units were forfeited. The Company had 14,775 total restricted stock units outstanding at March 31, 2020.

Stock purchase warrants

At March 31, 2020 and December 31, 2019, the following warrants to purchase shares of common stock were outstanding:

				Outstanding at
Issuance		Exercise Price	Expiration	March 31, 2020	December 31, 2019
January 2010	$	3,955.00	January 2020	—	17
March 2010	$	3,955.00	March 2020	—	7
November 2011	$	3,955.00	November 2021	15	15
December 2011	$	3,955.00	December 2021	2	2
February 2015	$	3,300.00	February 2025	451	451
May 2015	$	3,300.00	May 2020	6,697	6,697
May 2016	$	656.20	May 2021	9,483	9,483
June 2016	$	656.20	May 2021	4,102	4,102
June 2017	$	390.00	June 2022	938	938
July 2017	$	345.00	July 2022	318	318
July 2017	$	250.00	July 2022	2,501	2,501
July 2017	$	212.60	July 2022	50,006	50,006
February 2018	$	81.25	February 2023	9,232	9,232
February 2018	$	65.00	February 2023	92,338	92,338
October 2019	$	2.00	October 2024	629,000	4,700,000
October 2019	$	2.60	October 2024	235,000	235,000
				1,040,083	5,111,107

The warrants listed above were issued in connection with various debt, equity or development contract agreements.