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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2016
Stockholders Equity Note [Abstract] |
Stockholders' Equity |
(10) | Stockholders’ Equity
Reverse Stock Split On July 19, 2016, shareholders of the Company approved, through a shareholder vote, an amendment to the Company’s Amended and Restated Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split of Delcath’s common stock at a ratio within a range of one-for-ten (1:10) to one-for-twenty (1:20). The reverse stock split became effective on July 21, 2016 at which time Delcath’s common stock began trading on the NASDAQ Stock Exchange on a one-for-sixteen (1:16) split-adjusted basis. All owners of record as of the open of the NASDAQ market on July 21, 2016 received one issued and outstanding share of Delcath common stock in exchange for sixteen issued and outstanding shares of Delcath common stock. No fractional shares were issued in connection with the reverse stock split. All fractional shares created by the one-for-sixteen exchange were rounded up to the next whole share. The reverse stock split had no impact on the par value per share of Delcath common stock, which remains at $0.01. All current and prior period amounts related to shares, share prices and earnings per share, presented in the Company’s consolidated financial statements contained in this Annual Report on Form 10-K and the accompanying Notes, have been restated to give retrospective presentation for the reverse stock split. In addition, shareholders of the Company also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 170,000,000 to 500,000,000. The previously discussed reverse stock split had no impact on the increase in authorized shares. Stock and Warrant Issuances In October 2013, the Company completed the sale of 81,875 shares of its common stock and the issuance of warrants to purchase approximately 37,000 common shares (the “2013 Warrants”) pursuant to a placement agency agreement. The Company received proceeds of $7.5 million, with net cash proceeds after related expenses from this transaction of approximately $6.9 million. Of those proceeds, the Company allocated an estimated fair value of $1.9 million to the 2013 Warrants. The exercise price is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. At December 31, 2016, the 2013 Warrants were exercisable at $112.64 per share with 36,848 warrants outstanding. The 2013 Warrants have a five-year term. In February 2015, the Company completed the sale of 153,750 shares of its common stock and the issuance of warrants to purchase 69,000 common shares (the “February 2015 Warrants”) pursuant to an underwriting agreement. The Company received proceeds of $2.6 million, with net cash proceeds after related expenses from this transaction of $2.5 million. Of those proceeds, the Company allocated an estimated fair value of $0.8 million to the February 2015 Warrants. The exercise price is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. The exercise price of the warrants is also subject to anti-dilution adjustments for any issuance of common stock or rights to acquire common stock for consideration per share less than the exercise price of the warrants. At December 31, 2016, the February 2015 Warrants were exercisable at $1.61 per share with approximately 30,238 warrants outstanding. The February 2015 Warrants have a five-year term. There were approximately 40,000 February 2015 Warrants exercised during the year ended December 31, 2016 for proceeds of approximately $0.1 million. In July 2015, the Company completed the sale of approximately 0.6 million Units consisting of 0.6 million shares of its common stock, Series A Warrants to purchase up to approximately 0.4 million common shares (“Series A Warrants”) and Series B Warrants to purchase Units consisting of up to approximately 0.6 million common shares (“Series B Warrants”) and 0.4 million Series A Warrants pursuant to an underwriting agreement. The Company received proceeds of $7.0 million, with net cash proceeds after related expenses from this transaction of $6.0 million. Of those proceeds the Company allocated an estimated fair value of $3.4 million to the Series A and Series B Warrants. During the year ended December 31, 2016, approximately 0.1 million Series B Warrants were exercised for net proceeds of approximately $0.8 million. The remaining 0.4 million Series B Warrants expired on January 29, 2016 and the related liability was credited to Change in the fair value of the warrant liability. As a result of the Series B Warrant exercises, an additional 0.1 million Series A Warrants were issued. The exercise price of the Series A Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and is subject to anti-dilution adjustments for any issuance of common stock or rights to acquire common stock for consideration per share less than the exercise price of the warrants. At December 31, 2016, the July 2015 Series A Warrants were exercisable at $1.61 with approximately 0.3 million warrants outstanding. The Series A Warrants have a five-year term. There were approximately 0.3 million July 2015 Series A Warrants exercised during the year ended December 31, 2016 for proceeds of $0.4 million. In June 2016, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued $35.0 million in principal face amount of the Notes and related Series C Warrants to purchase 6.8 million additional shares of the Company’s common stock. The Company allocated an estimated fair value of $27.8 million to the Series C Warrants. On December 31, 2017, the number of Warrant Shares issuable upon exercise of the Series C Warrants will be increased by such number of Warrant Shares equal to 75% of the difference of (i) the quotient of (A) the product of (x) the exercise price as of the date of issuance (as adjusted for certain events) multiplied by (y) the number of Warrant Shares as of the date of issuance (as adjusted for certain events), divided by (B) the volume-weighted average price of the Common Stock on the maturity date, less (ii) the number of Warrant Shares as of the date of issuance (as adjusted for certain events). The exercise price is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. At December 31, 2016, The Series C Warrants were exercisable at $4.83 with approximately 6.8 million warrants outstanding. The Series C Warrants will be exercisable by the holder beginning one year after the closing date and continuing for a period of five years thereafter. In October 2016, the Company completed the sale of 425,000 shares of its common stock and the issuance of warrants to purchase 148,750 common shares (the “October 2016 Warrants”) pursuant to an underwriting agreement. The Company received proceeds of $1.2 million, with net cash proceeds after related expenses from this transaction of $1.1 million. Of those proceeds, the Company allocated an estimated fair value of $0.3 million to the October 2016 Warrants. The exercise price is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. The exercise price of the warrants is also subject to anti-dilution adjustments for any issuance of common stock or rights to acquire common stock for consideration per share less than the exercise price of the warrants. For purposes of these adjustments, dilutive issuances do not include securities issued under existing instruments, under board-approved equity incentive plans or in certain strategic transactions. At December 31, 2016, the October 2016 Warrants were exercisable at $1.61 per share with 78,750 warrants outstanding. The October 2016 Warrants have a five-year term. There were 70,000 October 2016 Series C Warrants exercised during the year ended December 31, 2016 for proceeds of $0.1 million. In October 2015, the Company filed a registration statement on Form S-3 with the SEC, which was declared effective on October 20, 2015 and allows the Company to offer and sell, from time to time in one or more offerings, up to $77.4 million of common stock, preferred stock, warrants, debt securities and stock purchase contracts as it deems prudent or necessary to raise capital at a later date. Pursuant to SEC regulations, so long as the Company’s public float remains below $75 million, we cannot sell securities from the shelf registration statement which represent more than one third of the market value of our non-affiliated public float during any 12-month period. Stock Incentive Plans The Company established the 2004 Stock Incentive Plan and the 2009 Stock Incentive Plan (collectively, the “Plans”) under which 11,719 and 200,391 shares, respectively, have been reserved for the issuance of stock options, stock appreciation rights, restricted stock, stock grants and other equity awards. In July 2016, the total number of shares of Delcath common stock reserved for issuance under the 2009 Stock Incentive Plan was increased by 106,250 shares, from 94,141 to 200,391 shares, upon a favorable vote by the Company’s stockholders. The Plans are administered by the Compensation and Stock Option Committee of the Board of Directors which determines the individuals to whom awards shall be granted as well as the type, terms, conditions, option price and the duration of each award. As of December 31, 2016, there were 120,883 shares available to grant under the 2009 Stock Incentive Plan. A stock option grant allows the holder of the option to purchase a share of the Company’s common stock in the future at a stated price. Options and Restricted Stock granted under the Plans vest as determined by the Company’s Compensation and Stock Option Committee. Options granted under the Plans expire over varying terms, but not more than ten years from the date of grant. Stock option activity for 2016 and 2015 is as follows:
|  | Stock Option Activity under the Plans |
|  | Stock Options |  |  | Exercise Price per Share |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |
Outstanding at December 31, 2014 |  |  | 17,577 |  |  | $19.84 - $3,921.92 |  |  | $ | 378.08 |  |  |  | 8.83 |
Granted |  |  | 32,765 |  |  | 19.04 |  |  |  | 19.04 |  |  |  |  |
Forfeited |  |  | (3,121 | ) |  | 19.04 - 2,713.60 |  |  |  | 480.16 |  |  |  |  |
Outstanding at December 31, 2015 |  |  | 47,221 |  |  | 19.04-3,921.92 |  |  | $ | 122.40 |  |  |  | 8.95 |
Granted |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |
Forfeited |  |  | (5,865 | ) |  | $19.04-$545.28 |  |  |  | 23.95 |  |  |  |  |
Outstanding at December 31, 2016 |  |  | 41,356 |  |  | $19.84-$3,788.80 |  |  | $ | 135.77 |  |  |  | 7.90 |
Exercisable at December 31, 2016 |  |  | 26,774 |  |  | $19.04-$3,788.80 |  |  | $ | 199.31 |  |  |  | 7.63 |
For the years ended December 31, 2016 and 2015 the Company recognized compensation expense related to stock option grants of approximately $0.2 million and $0.3 million, respectively. The estimated fair value of each option award granted was determined on the date of grant using an option pricing model with the following assumptions for option grants during the year ended December 31, 2015. There were no option grants during the year ended December 31, 2016:
|  | Year ended December 31, |  |  |
|  | 2015 |  |  |
Weighted average risk-free interest rates |  |  | 1.82 | % |  |
Weighted average expected volatility |  |  | 97.70 | % |  |
Dividend yield |  |  | — |  |  |
Weighted average expected option term (in years) |  |  | 5.15 |  |  |
Weighted average grant date fair value |  | $ | 0.89 |  |  |
No dividend yield was assumed because the Company has never paid a cash dividend on its common stock and does not expect to pay dividends in the foreseeable future. Volatilities were developed using the Company’s historical volatility. The risk-free interest rate was developed using the U.S. Treasury yield for periods equal to the expected life of the stock options on the grant date. The expected option term for grants made during 2015, 2014, 2013 and the second half of 2012 is based on actual historical results. The expected option term for grants made prior to that was developed based on the mid-point between the vesting date and the expiration date of each respective grant as permitted under ASC 718. This method of determining the expected holding period was utilized because the Company did not have sufficient historical experience from which to estimate the period. A summary of the Company’s non-vested options to purchase shares as of December 31, 2016 and changes during the year ended December 31, 2016 and December 31, 2015 are presented below:
|  | Non-Vested Options |
|  | Number of Options |  |  | Weighted Average Exercise Price |
Non-vested at January 1, 2015 |  |  | 14,116 |  |  | $ | 332.16 |
Granted |  |  | 32,765 |  |  |  | 28.48 |
Vested |  |  | (9,994 | ) |  |  | 421.60 |
Forfeited |  |  | (1,416 | ) |  |  | 574.72 |
Non-vested at December 31, 2015 |  |  | 35,471 |  |  | $ | 22.55 |
Granted |  |  | — |  |  |  | — |
Vested |  |  | (15,671 | ) |  |  | 26.85 |
Forfeited |  |  | (5,218 | ) |  |  | 19.23 |
Non-vested at December 31, 2016 |  |  | 14,582 |  |  | $ | 19.11 |
Additional compensation expense of approximately $55,000, relating to the unvested portion of stock options granted, is expected to be recognized over a remaining average period of 1.06 years. The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2016 is $0. The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $0.92 as of December 31, 2016, which would have been received by the option holders had those option holders exercised their options as of that date. A summary of the Company’s restricted stock activity as of December 31, 2016 and changes during the year ended December 31, 2016 and December 31, 2015 are presented below:
|  | Restricted Stock Activity |
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Non-vested at January 1, 2015 |  |  | 1,857 |  |  | $ | 269.44 |
Granted |  |  | 36,000 |  |  |  | 41.60 |
Vested |  |  | (1,854 | ) |  |  | 217.60 |
Forfeited |  |  | (8 | ) |  |  | 54.40 |
Non-vested at December 31, 2015 |  |  | 35,995 |  |  | $ | 19.04 |
Granted |  |  | 4,687 |  |  |  | 4.32 |
Vested |  |  | (19,189 | ) |  |  | 15.44 |
Forfeited |  |  | (2,500 | ) |  |  | 19.04 |
Non-vested at December 31, 2016 |  |  | 18,993 |  |  | $ | 19.04 |
For the years ended December 31, 2016 and 2015 the Company recognized compensation expense related to restricted stock grants of approximately $0.3 million and $0.3 million, respectively. Additional compensation expense of $0.1 million relating to the unvested portion of restricted stock granted is expected to be recognized over a remaining average period of 1.12 years. Warrants The Company issued warrants as part of its offerings in 2013, 2015, and 2016, as well as part of its issuance of convertible notes in 2016. A summary of warrant activity is as follows:
|  | Warrants |  |  | Exercise Price per Share |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |
Outstanding at January 1, 2014 |  |  | 53,134 |  |  | 28.00-112.64 |  | $ | 86.69 |  |  |  | 2.78 |
Issued |  |  | 1,091,844 |  |  |  |  |  | 12.80 |  |  |  |  |
Exercised |  |  | (13,457 | ) |  |  |  |  | 13.12 |  |  |  |  |
Expired |  |  | (2,833 | ) |  |  |  |  | 13.12 |  |  |  |  |
Outstanding at December 31, 2015 |  |  | 1,128,688 |  |  | 11.84-112.64 |  | $ | 16.02 |  |  |  | 2.16 |
Issued |  |  | 7,031,929 |  |  |  |  |  | 4.80 |  |  |  |  |
Exercised |  |  | (499,633 | ) |  |  |  |  | 2.75 |  |  |  |  |
Expired |  |  | (444,964 | ) |  |  |  |  | 5.68 |  |  |  |  |
Outstanding at December 31, 2016 |  |  | 7,216,020 |  |  | 1.61-112.64 |  | $ | 5.20 |  |  |  | 5.59 |

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