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STOCKHOLDERS' DEFICIT
3 Months Ended
Apr. 30, 2020
STOCKHOLDERS' DEFICIT  
STOCKHOLDERS' DEFICIT

6. STOCKHOLDERS’ DEFICIT

Common Stock

On January 28, 2020, in connection with the Bridge Loan, the Company issued a warrant to purchase Common Stock. The warrant was exercised on a cashless basis for a total amount 183,361 shares of the Company’s  Common Stock. See Note 10 for discussion regarding the Bridge Loan.

Warrants

A summary of warrants outstanding as of April 30, 2020 is as follows:

 

 

 

 

 

 

 

 

 

    

Total

    

Price per Share

    

Expiration Date

Warrants related to June 2015 financing

 

364

 

$

825.00

 

June 2020

Warrants related to April 2016 financing

 

5,882

 

$

360.00

 

April 2021

Warrants related to September 2016 financing (1)(2)

 

2,378

 

$

225.00

 

September 2021 to March 2022

Warrants related to November 2016 financing

 

101,353

 

$

105.00

 

November 2024

Warrants related to November 2016 financing

 

2,985

 

$

131.25

 

November 2022

Warrants related to November 2016 financing

 

661

 

$

99.00

 

November 2022

Warrants related to April 2017 financing

 

2,671

 

$

270.00

 

October 2022

Warrants related to October 2017 financing

 

3,205

 

$

90.00

 

October 2022

Warrants related to November 2017 financing (2)

 

100,895

 

$

60.00

 

November 2022

 

 

220,394

 

 

 

 

 

 


(1)

In connection with the sale of Common Stock in September 2016, warrants to purchase 4,288 shares of Common Stock were issued at an exercise price of $225.00 per share. These warrants included a cash settlement option requiring the Company to record a liability for the fair value of the warrants at the time of issuance and at each reporting period with any change in the fair value reported as other income or expense. At the time of issuance, approximately $566,000 was recorded as a warrant liability. To value the warrant liability, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.1%, contractual term of 5 years, expected volatility of 95.8% and a dividend rate of 0%. As of April 30, 2020, there was no fair value related to these warrants.

(2)

On January 28, 2020, the Company entered into an exchange agreement with certain warrant holders, in which approximately 189,205 warrants to purchase shares of Common Stock was exchanged for 70,833 shares of Common Stock. These certain warrants contained language that would have allowed the warrant holders to convert the warrants into shares of Common Stock at the time of the consummation of the Merger based on a Black-Scholes value of these certain warrants. On January 28, 2020, the Company revalued the warrants for the shares of Common Stock to be issued resulting in a charge to other income and expense of approximately $308,000 due to the incremental value between the warrants and exchanged shares of Common Stock. To value the warrants for approximately 189,205 shares of Common Stock to be exchanged, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.47%, remaining contractual term of warrant, average expected volatility of 106% and a dividend rate of 0%. On January 31, 2020, the Company revalued the common stock liability and due to the lower closing stock price of the Company’s  Common Stock, the common stock liability was reduced by approximately $280,000. As of January 31, 2020, the common stock liability was approximately $383,000. The exchange was effected on February 3, 2020, therefore there was no recorded common stock liability as of April 30, 2020.

 

 

The summary table above does not include warrants to purchase Common Stock issued after April 30, 2020 as described in Note 1.

Equity Incentive Plan

On July 5, 2016, the Company adopted the 2016 Equity Incentive Plan (“2016 Plan”), which permits the Company to grant equity awards to directors, officers, employees and consultants. In connection with the adoption of the 2016 Plan, the Company ceased to grant equity awards under its 2014 Equity Incentive Plan (“2014 Plan”), which was adopted on January 23, 2014. All grants and awards under the 2014 Plan, including stock options previously issued under BioPharmX, Inc.’s 2011 Equity Incentive Plan that were substituted with stock options issued under the 2014 Plan, remain in effect in accordance with their terms. Stock options generally vest in one to four years and expire ten years from the date of grant. In March 2017, the 2016 Plan was amended and the shares reserved for issuance was increased by 66,666 shares to a total of 80,000 shares. In August 2018, the 2016 Plan was amended and the shares reserved for issuance were increased by 166,666 shares to a total of 246,666 shares of common stock. The 2014 Plan and 2016 Plan are referred to collectively as the “Plans.”

The following table summarizes the Company’s stock option awards under the Plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

Remaining

 

Aggregate

 

 

Available for

 

 

 

Exercise

 

Contractual

 

Intrinsic

 

    

Grant

    

Shares

    

Prices

    

Life

    

Value

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Balance as of February 1, 2020

 

144,832

 

102,874

 

$

48.24

 

8.37

 

$

 1

Canceled and expired under the 2014 Plan

 

 —

 

(290)

 

$

381.72

 

  

 

 

  

Canceled under the 2016 Plan

 

4,714

 

(4,714)

 

$

76.92

 

  

 

 

  

Balance as of April 30, 2020

 

149,546

 

97,870

 

$

45.81

 

8.55

 

$

 —

Vested, exercisable and expected to vest

 

 

 

45,479

 

$

66.01

 

8.18

 

$

 —

 

Inducement Grants

The Company has also awarded inducement option grants to purchase Common Stock to new employees outside of the 2016 Plan as permitted under Section 711(a) of the NYSE American Company Guide. Such options vest at the rate of 25% of the shares on the first anniversary of the commencement of such employee’s employment with the Company, and then one forty-eighth (1/48) of the shares monthly thereafter subject to such employee’s continued service.  The following table summarizes the Company’s inducement grant stock option activities:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

    

    

    

    

 

 

 

 

 

Average

 

Remaining

 

 

 

 

 

 

 

Exercise

 

Contractual

 

Aggregate

 

 

Shares

 

Prices

 

Life

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

(in thousands)

Balance as of February 1, 2020

 

556

 

$

57.00

 

6.6

 

$

 —

Canceled

 

(556)

 

$

57.00

 

  

 

 

  

Balance as of April 30, 2020

 

 —

 

$

 —

 

 —

 

$

 —

 

The following table summarizes significant ranges of outstanding and exercisable options as of April 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Options Outstanding

    

Options Vested and Exercisable

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

Weighted

 

 

 

Weighted

 

 

 

 

Remaining

 

Average

 

Number

 

Average

 

 

Number

 

Contractual

 

Exercise

 

Vested and

 

Exercise

Range of Exercise Prices

    

Outstanding

    

Life (in Years)

    

Prices

    

Exercisable

    

Prices

$5.28 - $10.08

 

54,551

 

9.14

 

$

9.41

 

19,484

 

$

9.61

$10.09 - $51.00

 

8,010

 

7.97

 

$

34.52

 

6,431

 

$

32.95

$51.01 - $126.00

 

29,280

 

8.20

 

$

68.45

 

13,862

 

$

71.02

$126.01 - $222.00

 

4,496

 

5.81

 

$

203.98

 

4,169

 

$

202.96

$222.01 - $342.00

 

533

 

6.05

 

$

242.25

 

533

 

$

242.25

$342.01 - $900.00

 

1,000

 

4.92

 

$

642.99

 

1,000

 

$

642.99

 

 

97,870

 

8.55

 

$

45.81

 

45,479

 

$

66.01

 

There were no stock option exercised during the three months ended April 30, 2020.  The total intrinsic value of stock options exercised during the three months ended April 30, 2019 was less than $1,000.