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Stockholders' Equity
 3 Months Ended
Mar. 31, 2018
Equity [Abstract]  
Stockholders' Equity
Stockholders’ Equity

At-the-Market Offering Program

Effective June 2016, the Company entered into a sales agreement with respect to an at-the-market offering program (“ATM Agreement”) pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $5 million. The Company pays the sales agent a commission of 2.5% of the gross proceeds from the sale of such shares. Final proceeds from this ATM agreement were received in January 2018, and the ATM Agreement was terminated.

Effective April 2017, the Company entered into the Purchase Agreement with Leviston for the purchase of up to $7.25 million of shares of the Company's common stock from time to time, at the Company's option. The Company is not obligated to make any sales of shares under the Purchase agreement, and if it elects to make any sales, the Company can set a minimum sales price for the shares.

Following is a reconciliation of the transactions under the ATM and Purchase Agreement for the three and twelve-month periods ended March 31, 2018 and December 31, 2017, respectively:

 
Three Months Ended
 
Twelve Months
 Ended
 
March 31, 2018
 
December 31, 2017
Number of shares sold
4,679,904

 
9,464,764

 
 
 
 
Gross proceeds
$
1,385,452

 
$
7,346,707

Fees
252,568

 
278,919

Net proceeds
$
1,132,884

 
$
7,067,788

 
 
 
 
Average price per share
$
0.30

 
$
0.78



In January of 2018, the Company issued 1,475,410 shares of restricted common stock as initial payment to acquire 25% of the total membership interests of Pelen, LLC. The purchase of the membership interests will close once the seller of the membership interests has received total cash proceeds of at least $585,000 either through sale of the restricted common stock received or through additional cash payments made by the Company. If all of the shares of restricted common stock have been sold by the seller of the membership interests and the aggregate proceeds received are less than $585,000, then the Company is required to pay the shortfall in either additional shares of the Company’s common stock or cash, at the Company’s election. As of March 31, 2018, the purchase has not closed and the Company has not received legal ownership of the membership interests. The Company has recorded a make-whole liability of $216,147 at March 31, 2018 representing the value of the shortfall based on the share price as of March 31, 2018. This amount is recorded within accrued expenses in the condensed consolidated balance sheet as of March 31, 2018.

In February 2018, the Company issued 615,605 shares of Common Stock to Leviston in the amount of $0.02 million as payment for issuance fees due under the terms of the Purchase Agreement.