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Stockholders' equity (deficit)
9 Months Ended
Sep. 30, 2019
Stockholders Equity Note [Abstract]  
Stockholders' equity

Note 8 – Stockholders’ equity (deficit)

As of September 30, 2019, the Company has 50,000,000 authorized shares of common stock and 882,268 shares issued and outstanding, and 10,000,000 authorized shares of preferred stock, of which none were issued or outstanding.

In September 2016, the Company entered into the Sales Agreement with Cowen pursuant to which the Company could offer and sell from time to time, up to an aggregate of $25 million of shares of its common stock through Cowen, as sales agent, with initial sales limited to an aggregate of $11.5 million. During the year ended December 31, 2018, the Company sold 15,912 shares of its common stock under this at the market offering resulting in aggregate net proceeds to the Company of approximately $0.6 million, and gross proceeds of $0.6 million. In connection with the October 2018 Public Offering, the Company terminated the at the market offering.

In the February 2018 Public Offering, the Company issued 2,841,152 units at $3.25 per unit, and 851,155 pre-funded units at $3.24 per pre-funded unit, raising gross proceeds of approximately $12 million and net proceeds of approximately $10.7 million.  Each unit included one twentieth of a share of common stock and one common warrant to purchase one fortieth of a share of common stock at an exercise price of $65.00 per share.  Each pre-funded unit included one pre-funded warrant to purchase one twentieth of a share of common stock for an exercise price of $0.20 per share, and one common warrant to purchase one fortieth of a share of common stock at an exercise price of $65.00 per share. The common warrants were exercisable immediately and have a five-year term from the date of issuance. The 851,155 pre-funded warrants issued in the February 2018 Public Offering were exercised during the year ended December 31, 2018.

In connection with the February 2018 Public Offering, the Company issued to its placement agent warrants to purchase 9,231 shares of common stock.  The warrants issued to the placement agent have an exercise price of $81.25 per share and are exercisable for five years.

On October 22, 2018, the Company closed the October 2018 Public Offering of 111,000 shares of its common stock at a public offering price of $29.00 per share. The offering raised gross proceeds of approximately $3.2 million and net proceeds of approximately $2.8 million.

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.

Following receipt of approval from stockholders at a special meeting of stockholders held on August 22, 2019, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to affect 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 split.

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) 2,710 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 September 30, 2019, 3,827 shares remain available for issuance under the 2015 Plan, which includes 17,291 shares automatically added to the 2015 Plan on January 1, 2019.

For the three and nine months ended September 30, 2019 and 2018, the Company recognized stock-based compensation expense as follows:

 

 

 

Three Months Ended September 30,

 

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

 

2019

 

 

2018

 

Cost of services

 

$

584

 

 

$

(2,807

)

 

 

$

1,146

 

 

$

924

 

Research and development

 

 

20,175

 

 

 

56,961

 

 

 

 

55,635

 

 

 

187,512

 

General and administrative

 

 

65,318

 

 

 

141,974

 

 

 

 

202,696

 

 

 

434,314

 

Sales and marketing

 

 

5,090

 

 

 

10,523

 

 

 

 

15,694

 

 

 

35,981

 

 

 

$

91,167

 

 

$

206,651

 

 

 

$

275,171

 

 

$

658,731

 

 

No income tax benefit for stock-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 September 30, 2019. During the three months ended September 30, 2019, 107 options were forfeited and 499 options expired. The Company did not grant any stock options during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, 143 options were forfeited and 499 options expired. The Company had total stock options to acquire 9,936 shares of common stock outstanding at September 30, 2019.

Restricted stock units

During the nine months ended September 30, 2019, 17,150 restricted stock units were granted, no restricted stock units vested and 500 restricted stock units were forfeited. The Company had 16,663 total restricted stock units outstanding at September 30, 2019.

Stock purchase warrants

At September 30, 2019 and December 31, 2018, the following warrants to purchase shares of common stock were outstanding:

 

 

 

 

 

 

 

 

 

Outstanding at

 

Issuance

 

Exercise

Price

 

 

Expiration

 

September 30, 2019 (1)

 

 

December 31, 2018 (1)

 

November 2009

 

$

3,955.00

 

 

November 2019

 

 

17

 

 

 

17

 

January 2010

 

$

3,955.00

 

 

January 2020

 

 

17

 

 

 

17

 

March 2010

 

$

3,955.00

 

 

March 2020

 

 

7

 

 

 

7

 

November 2011

 

$

3,955.00

 

 

November 2021

 

 

15

 

 

 

15

 

December 2011

 

$

3,955.00

 

 

December 2021

 

 

2

 

 

 

2

 

March 2012

 

$

54,950.00

 

 

March 2019

 

 

 

 

 

8

 

February 2015

 

$

3,300.00

 

 

February 2025

 

 

451

 

 

 

451

 

May 2015

 

$

3,300.00

 

 

May 2020

 

 

6,555

 

 

 

6,555

 

May 2016

 

$

656.00

 

 

May 2021

 

 

9,483

 

 

 

9,483

 

June 2016

 

$

656.00

 

 

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

 

$

81.20

 

 

February 2023

 

 

9,232

 

 

 

9,232

 

February 2018

 

$

65.00

 

 

February 2023

 

 

92,338

 

 

 

92,338

 

 

 

 

 

 

 

 

 

 

175,982

 

 

 

175,990

 

 

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

 

(1)

Warrants to purchase fractional shares of common stock resulting from the reverse stock split on August 29, 2019 were rounded up to the next whole share of common stock on a holder by holder basis.