Quarterly report pursuant to Section 13 or 15(d)

Capitalization and Equity Structure

v3.7.0.1
Capitalization and Equity Structure
6 Months Ended
Jun. 30, 2017
Stockholders' Equity Note [Abstract]  
Capitalization and Equity Structure
12.
Capitalization and Equity Structure
 
Reverse Stock Split
 
After the close of the stock market on May 4, 2016, the Company effected a 1-for-7 reverse split of its common stock. As a result, all common stock share amounts included in this filing have been retroactively reduced by a factor of seven, and all common stock per share amounts have been increased by a factor of seven, with the exception of our common stock par value. Common stock outstanding, including the issuance of new shares of common stock as a result of the conversion of preferred stock and the exercise of stock options and warrants, was affected by the 1-for-7 reverse split.
 
Common Stock
 
In April 2017, the Company sold in a registered direct offering an aggregate of 3,732 shares of its common stock, par value $0.001 per share, and warrants to purchase 1,866 shares of common stock. The aggregate net proceeds of the transaction were approximately $10.9 million.
 
Warrants
 
Warrant shares outstanding as of December 31, 2016, and June 30, 2017 were as follows:
 
Source
 
Exercise 
Price
 
Term 
(Years)
 
December 31, 
2016
 
Issued
 
Exercised
 
Expired
 
June 30, 
2017
 
2017 Warrants
 
$
4.10
 
5
 
 
-
 
 
1,866
 
 
-
 
 
-
 
 
1,866
 
2015 Warrants
 
$
3.74
 
5
 
 
1,634
 
 
-
 
 
-
 
 
-
 
 
1,634
 
2014 PPO and Merger
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Placement agent warrants
 
$
7.00
 
5
 
 
426
 
 
-
 
 
-
 
 
-
 
 
426
 
Bridge warrants
 
$
7.00
 
3
 
 
371
 
 
-
 
 
-
 
 
(371)
 
 
-
 
PPO warrants
 
$
14.00
 
5
 
 
1,078
 
 
-
 
 
-
 
 
-
 
 
1,078
 
Pre-2014 warrants
 
$
9.66
 
9-10
 
 
88
 
 
-
 
 
-
 
 
-
 
 
88
 
 
 
 
 
 
 
 
 
3,597
 
 
1,866
 
 
-
 
 
(371)
 
 
5,092
 
 
2017 Warrants
 
In April 2017, the Company issued warrants to purchase 1,866 shares of the Company’s common stock with an exercise price of $4.10 per share (the “2017 Warrants”). The 2017 Warrants will become exercisable six months following the issuance date and will expire five years from the date they become exercisable. The 2017 Warrants contain a put-option provision. Under this provision, while the 2017 Warrants are outstanding, if the Company enters into a Fundamental Transaction, defined as a merger, consolidation or similar transaction, the Company or any successor entity will, at the option of each warrant holder, exercisable at any time within 30 days after the consummation of the Fundamental Transaction, purchase the warrant from the holder exercising such option by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holder’s warrant on the date of the consummation of the Fundamental Transaction. Because of this put-option provision, a portion of the proceeds from the sale of common stock in the registered direct offering was recorded as a warrant liability equal to the fair value of the warrants on the date of issuance and the 2017 Warrants are marked to market at each reporting date. Issuance costs allocated to the 2017 Warrants were $185 and have been expensed as financing costs on the date of issuance.
 
2015 Warrants
 
In December 2015, the Company issued warrants to purchase 2,122 shares with an exercise price of $3.74 per share (the “2015 Warrants”). The 2015 Warrants contain a put-option provision. Under this provision, while the 2015 Warrants are outstanding, if the Company enters into a Fundamental Transaction, defined as a merger, consolidation or similar transaction, the Company or any successor entity will, at the option of each warrant holder, exercisable at any time within 30 days after the consummation of the Fundamental Transaction, purchase the warrant from the holder exercising such option by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holder’s warrant on the date of the consummation of the Fundamental Transaction. Because of this put-option provision, the 2015 Warrants are classified as a liability and are marked to market at each reporting date.
 
The warrant liabilities related to the 2017 Warrants and 2015 Warrants are measured at fair value at each reporting date using certain estimated inputs, which are classified within Level 3 of the fair value hierarchy. The following assumptions were used in the Black Scholes Option Pricing Model to measure the fair value of the warrants as of June 30, 2017:
 
Current share price
 
$
2.32
 
Conversion price
 
$
3.74 - 4.10
 
Risk-free interest rate
 
 
1.63% - 1.92%
 
Term (years)
 
 
3.50 - 5.27
 
Volatility of stock
 
 
75%