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STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

12 Months Ended

Jan. 31, 2020

A summary of warrants outstanding as of January 31, 2020 is as follows:


	Total	Price per Share	Expiration Date
Warrants related to June 2015 financing	4,363	$ 68.75	June 2020
Warrants related to April 2016 financing	70,581	$ 30.00	April 2021
Warrants related to September 2016 financing (1)(4)	51,466	$ 18.75	September 2021 to March 2022
Warrants related to November 2016 financing	1,216,230	$ 8.75	November 2024
Warrants related to November 2016 financing	35,818	$10.938	November 2022
Warrants related to November 2016 financing	7,926	$ 8.25	November 2022
Warrants related to April 2017 financing	32,053	$ 22.50	October 2022
Warrants related to October 2017 financing	153,848	$ 7.50	October 2022
Warrants related to November 2017 financing (4)	2,277,412	$ 5.00	November 2022
Warrants related to November 2018 financing (2)(4)	1,066,670	$ 4.10	May/June 2021
Warrants related to note payable (3)	2,255,336	$ 0.01	July 2022
	7,171,703

(1)

In connection with the sale of common stock in September 2016, warrants to purchase 51,466 shares of common stock were issued at an exercise price of $18.75 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 January 31, 2020, there was no fair value related to these warrants.

(2)

On November 20, 2018, the Company entered into agreements with holders of certain of its warrants to purchase common stock with an exercise price per share of $6.25 originally issued on November 24, 2017 (Existing Warrants), whereby the holders and the Company agreed that the holders would cash exercise 1,066,670 shares of common stock underlying such Existing Warrants at a reduced price of $3.50, and the Company would issue new warrants to such holders to purchase up to an aggregate of 1,066,670 shares of common stock (New Warrants). The New Warrants are exercisable after the six-month anniversary of their issuance and terminate on the 30-month anniversary following their issuance. The New Warrants have an exercise price per share of $4.10. The Company recorded a charge for the incremental fair value of approximately $874,000 in the other expense line item in the consolidated statements of operations and comprehensive loss. The fair value of the warrants exercised was computed as of the date of exercise using the following assumptions: risk-free interest rate of 2.51%, contractual term of 6 months, expected volatility of 78.4% and a dividend rate of 0%.

(3)

On January 28, 2020, in connection with the Bridge Loan, the Company issued a warrant to purchase common stock. See Note 11 for discussion regarding the accounting treatment of this warrant.

(4)

On January 28, 2020, the Company entered into an exchange agreement with certain warrant holders, in which approximately 2.3 million warrants to purchase shares of common stock will be exchanged for 850,000 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 2.3 million 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.

Schedule of significant ranges of outstanding and exercisable options


	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
$0.44 - $0.84	666,764	9.21	$	0.79	175,072	$	0.81
$0.85 - $4.00	95,094	6.59	$	2.54	82,206	$	2.54
$4.01 - $10.50	388,625	8.06	$	5.62	172,205	$	5.84
$10.51- $18.50	69,893	4.70	$	16.78	64,555	$	16.69
$18.51 - $28.50	6,400	6.30	$	20.19	6,400	$	20.19
$28.51 - $75.00	14,383	4.33	$	51.17	14,383	$	51.17
	1,241,159	8.33	$	4.02	514,821	$	6.41

The Plans

Stock option plan activity


			Weighted
			Average		Remaining	Aggregate
	Available for		Exercise		Contractual	Intrinsic
	Grant	Shares	Prices		Life	Value
						(in thousands)
Balance as of February 1, 2018	75,396	988,452	$	10.30	9.17	$	304
Shares authorized for issuance	2,000,000	—
Granted	(417,660)	417,660	$	5.23
Exercised	—	(11,129)	$	2.53
Canceled and returned to the 2016 Plan	449,839	(449,839)	$	7.52
Canceled subsequent to termination of the 2014 Plan	—	(27,199)	$	25.33
Balance as of January 31, 2019	2,107,575	917,945	$	9.02	7.92	$	23
Granted	(893,820)	893,820	$	0.84
Exercised	—	(1,667)	$	2.50
Canceled and returned to the 2016 Plan	524,231	(524,231)	$	5.26
Canceled subsequent to termination of the 2014 Plan	—	(51,375)	$	25.43
Balance as of January 31, 2020	1,737,986	1,234,492	$	4.02	8.37	$	1
Vested and exercisable		508,154	$	6.43	7.30	$	—
Vested and expected to vest		1,069,509	$	4.27	8.25	$	1

Outside of the 2016 Equity Incentive Plan

Stock option plan activity


		Weighted
		Average		Remaining
		Exercise		Contractual	Aggregate
	Shares	Prices		Life	Intrinsic Value
					(in thousands)
Balance as of February 1, 2018	26,400	$	35.90	7.72	$	—
Granted	16,000	$	4.75
Canceled	(11,400)	$	41.22
Balance as of January 31, 2019	31,000	$	17.86	6.6	$	—
Canceled	(24,333)	$	21.46
Balance as of January 31, 2020	6,667	$	4.75	—	$	—
Vested and exercisable	6,667	$	4.75	—	$	—
Vested and expected to vest	6,667	$	4.75	—	$	—

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details