Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]  



On February 28, 2017, Russell Richerson, PhD, resigned as chief operating officer of the Company, effective immediately. Dr. Richerson entered into a separation release of claims agreement (“Separation Agreement”) pursuant to which we issued Dr. Richerson a warrant to purchase 76,726 shares of Common Stock with an exercise price of $0.75 per share and a term of 3.5 years.


In connection with the sale of our Series C Preferred Stock in March and April 2017, we issued an aggregate of: (i) 387,251 Series M common stock purchase warrants (“Series M Warrants”), (ii) 387,251Series N common stock purchase warrants (“Series N Warrants”) and (iii) 387,251 Series O common stock purchase warrants (“Series O Warrants”) (collectively, the “Warrants”). The Series M Warrants have an exercise price of $0.90 per share, subject to adjustment, and a term of five (5) years from the date of issuance, the Series N Warrants have an exercise price of $0.75 per share, subject to adjustment, and a term of six (6) months from the date of issuance and the Series O warrants have an exercise price of $0.75, subject to adjustment, and a term of twelve (12) months from the date of issuance. The Warrants are immediately exercisable and separately transferable from the Series C Preferred Stock. In the event that the shares underlying the Warrants are not subject to a registration statement at the time of exercise, the Warrants may be exercised on a cashless basis after 6 months from the issuance date. The Warrants also contain provisions providing for an adjustment in the underlying number of shares and exercise price in the event of stock splits or dividends and fundamental transactions. Additionally, the Warrants contain anti-dilution protection until the twelve (12) month anniversary of the issuance date.


Transactions involving our warrants are summarized as follows:


      Number of
average exercise
remaining contractual
term (in years)
value (in
Outstanding at December 31, 2016       5,203,436     $ 4.56                  
Issued       1,238,479       0.12                  
Expired       (1,930,001 )   $ 1.93                  
Outstanding at September 30, 2017       4,511,914     $ 3.94       2.3     $ 74  
Exercisable at September 30, 2017       4,506,503     $ 3.94       2.3     $ 74  


The following table summarizes outstanding common stock purchase warrants as of September 30, 2017: 


    Number of
Issued to consultants     104,213     $ 7.24       January 2018 through August 2023  
Issued pursuant to 2013 financings     155,819     $ 61.11       December 2017 through August 2018  
Issued pursuant to 2014 financings     96,412     $ 34.50       June 2019  
Issued pursuant to 2015 financings     460,384     $ 8.40       July 2020 through December 2020  
Issued pursuant to 2016 financings     2,800,006     $ 0.08       December 2017 through December 2021  
Issued pursuant to 2017 financings     895,080     $ 0.08       March 2018 through April 2022  


Total stock-based compensation expense of approximately $30,000 and $0 was recognized for warrants and included in the statement of operations for the nine months ended September 30, 2017 and 2016, respectively.