Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Equity

NOTE 4 - EQUITY:

a.	On March 27, 2019, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a one-for-fifty reverse stock split of its common stock, par value $0.0001 per share, effective as of March 29, 2019. All related share and per share data have been retroactively applied to the financial statements and their related notes for all periods presented.
b.	During the nine months ended September 30, 2019, the Company issued a total of 32,034 shares of its common stock in connection with the exercise of 32,034 pre-funded warrants issued in July 2018. The Company received aggregate cash proceeds equal to approximately 16,000 in connection with such exercises. As of September 30, 2019, all of the pre-funded warrants issued in July 2018 have been exercised.
c.	During the nine months ended September 30, 2019, the Company issued a total of 1,518,444 shares of its common stock in connection with the exercise of 1,518,444 Pre-Funded Warrants (as defined in paragraph g of this Note 4) issued in September 2019. As of September 30, 2019, there are 720,333 outstanding Pre-Funded Warrants issued in September 2019. Each Pre-Funded Warrant is exercisable for one share of our common stock at an exercise price of $0.01 per share.
d.	During the nine months ended September 30, 2019, 24,554 shares of Series C Convertible Preferred Stock were converted into 29,728 shares of common stock.
e.	As of September 30, 2019, the number of preferred shares and the number of shares of common stock each class of preferred stock is convertible into is as follows:

	Number of Preferred Stock		Number of underlying Common stock
Series B Convertible Preferred Stock		17,303		555,138	*
Series C Convertible Preferred Stock		36,869		131,090
Total				686,228

* Including the shares of common stock the holders of Series B Convertible Preferred Stock are entitled to receive as cumulative dividends at the rate per share of 15% per annum of the stated value for five years, payable in cash or common stock, at the Company’s discretion, but excluding effect of future conversion price adjustment, if any.

As of September 30, 2019, the Company has outstanding warrants to purchase an aggregate of 4,016,817 shares of common stock as follows:

	Number of underlying Common stock		Weighted average exercise price
Series A Warrants		1,102	$	8,750.00
Series B Warrants		2,448	$	3,500.00
Series D Warrants		806,698	$	15.19
Series E Warrants		2,972,221	$	1.80
April 2019 Underwriter Warrants		34,955	$	6.25
September 2019 Underwriter Warrants		194,444	$	2.25
Other warrants		4,949	$	11,258.00
Total Warrants		4,016,817	$	22.95

The warrants indicated above do not include the Pre-Funded Warrants mentioned in Note 4(c). As of September 30, 2019, the Company had 155,000,000 authorized shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock.

On March 21, 2019, the stockholders approved the amendment of its Long Term Incentive Plan which was adopted by our board of directors on February 4, 2019, to increase the total number of shares of common stock issuable under such plan by 500,000 shares.

f. On April 8, 2019, the Company closed an underwritten public offering of 486,957 shares of the Company’s common stock at the offering price to the public of $5.00 per share. The Company received net proceeds of approximately $2 million from the offering, after deducting underwriter discounts and commissions and other fees and expenses payable by the Company. In connection with this public offering, on April 12, 2019, the underwriter partially exercised its over-allotment option and purchased an additional 12,393 shares of our common stock at a price to the public of $5.00 per share. The Company received net proceeds of approximately $47,000 from the exercise of the over-allotment option.

In connection with the offering, the Company issued to the underwriter warrants to purchase up to 34,955 shares of common stock, or 7% of the shares sold in the offering, including the shares issued pursuant to the over-allotment option (the “April Underwriter Warrants”). The April Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending on April 4, 2024, at an exercise price of $6.25 per share (125% of the offering price to the public per share).

Upon execution of the underwriting agreement, the respective conversion price of the outstanding shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock was reduced to $5.00 pursuant to the anti-dilution adjustment provisions of the Series B Convertible Preferred Stock and of the Series C Convertible Preferred Stock, and the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock had increased as follows:

● an aggregate of 133,233 additional shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock, including the payment of the cumulative dividends accrued thereunder in common stock, based on 17,303 shares of Series B Convertible Preferred Stock outstanding as of April 4, 2019.

● an aggregate of 50,708 additional shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock, based on 59,423 shares of Series C Convertible Preferred Stock outstanding as of April 4, 2019.

g. On September 19, 2019, the Company entered into an underwriting agreement relating to an underwritten public offering (the “September 2019 Offering”) of (i) 539,000 common units (“Common Units”), with each Common Unit being comprised of one share of the Company’s common stock, par value $0.0001 per share, and one Series E warrant (collectively, the “Series E Warrants”) to purchase one share of common stock and (ii) 2,238,777 pre-funded units (“Pre-Funded Units”), with each Pre-Funded Unit being comprised of one pre-funded warrant (collectively, the “Pre-Funded Warrants”) to purchase one share of common stock and one Series E Warrant, which closed on September 24, 2019. The offering price to the public was $1.80 per Common Unit and $1.79 per Pre-Funded Unit. In connection with this public offering, on September 24, 2019, the underwriter partially exercised its over-allotment option and purchased an additional 194,444 Series E Warrants at a purchase price of $0.01 per Series E Warrant.   The Series E Warrants included in the Common Units and the Pre-Funded Units are immediately exercisable at a price of $1.80 per share of common stock, subject to adjustment in certain circumstances, and expire September 24, 2024. The shares of common stock, or Pre-Funded Warrants in the case of the Pre-Funded Units, and the Series E Warrants were offered together, but the securities contained in the Common Units and the Pre-Funded Units were issued separately.   Each Pre-Funded Warrant contained in a Pre-Funded Unit is exercisable for one share of our common stock at an exercise price of $0.01 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.   In connection with the offering, the Company issued to the underwriter warrants to purchase up to 194,444 shares of common stock, or 7% of the shares sold in the offering, including the number of shares of common stock issuable upon exercise of the Pre-Funded Warrants sold in the offering (the “September Underwriter Warrants”). The September Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending on September 19, 2024, at an exercise price of $2.25 per share (125% of the offering price to the public per Common Unit).   Pursuant to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series B Convertible Preferred Stock and Series C Preferred Stock, the conversion price of the outstanding shares of the Series B Convertible Preferred Stock and the Series C Preferred Stock was reduced to $1.80 per share, effective as of the date of the underwriting agreement entered for the September 2019 Offering, and the number of shares of common stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock had increased as follows:

● an aggregate of 355,288 additional shares of common stock upon conversion of the Series B Preferred Stock and as payment of the dividends thereunder in common stock, based on 17,303 shares of Series B Preferred Stock outstanding as of September 19, 2019.

● an aggregate of 88,305 additional shares of common stock upon conversion of the Series C Preferred Stock, based on 37,025 shares of Series C Preferred Stock outstanding as of September 19, 2019.

On September 24, 2019, the Company closed the September 2019 Offering. The Company received gross proceeds of $5.0 million from the offering, before deducting underwriter discounts and commissions and other fees and expenses payable by the Company.

For the purpose of calculating basic net loss per share, the additional shares of common stock that are issuable upon exercise of the Pre-funded Warrants have been included since the shares are issuable for a negligible consideration, as determined by the Company according to ASC 260-10-45-13, and have no vesting or other contingencies associated with them