XML 25 R15.htm IDEA: XBRL DOCUMENT v3.7.0.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2017
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Stockholders’ Equity
The following is a summary of the Company's authorized and issued common and preferred stock as of March 31, 2017 and December 31, 2016:
 
 
 
 
 
Outstanding as of
 
Authorized
 
Issued
 
March 31,
2017
 
December 31, 2016
Common Stock, par $0.001
600,000,000

 
74,627,013

 
74,627,013

 
74,062,370

Series C Preferred Stock, par $0.001
1,091

 
1,091

 
23

 
23


Common Stock
In June 2016, the Company entered into an At-the-Market Equity Offering Sales Agreement (the “Sales Agreement”) with an outside placement agent (the “Placement Agent”) to sell shares of its common stock with aggregate gross proceeds of up to $50.0 million, from time to time, through an “at-the-market” equity offering program under which the Placement Agent will act as sales agent. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provides that the Placement Agent will be entitled to compensation for its services in an amount equal to 2.0% of the gross proceeds from the sales of shares sold through the Placement Agent under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
There were no sales of common stock under the Sales Agreement during the three months ended March 31, 2017. During the year ended December 31, 2016, the Company sold a total of 658,748 shares of common stock under the Sales Agreement. The sales were made at a weighted average price of $9.75 per share with net proceeds to the Company of $6.3 million.
Warrants
The Company accounts for registered common stock warrants issued in March 2013 under the authoritative guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, the registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. The Company classifies registered warrants on the condensed consolidated balance sheet as a current liability which is revalued at each balance sheet date subsequent to the initial issuance. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment, including estimating stock price volatility and expected warrant life. The Company develops its estimates based on historical data. A small change in the estimates used may have a relatively large change in the estimated valuation. The Company uses the Black-Scholes pricing model to value the registered warrants. Changes in the fair market value of the warrants are reflected in the condensed consolidated statement of operations as “Change in fair value of common stock warrants.”
The following table summarizes the warrants outstanding as of March 31, 2017 and December 31, 2016:
 
 
 
 
 
 
 
As of March 31, 2017
 
As of December 31, 2016
Issued in Connection With:
 
Exercise
Price
 
Expiration
Date
 
Number of
Warrants
 
Common Stock
Warrant Liability
 
Number of
Warrants
 
Common Stock
Warrant Liability
March 2013 financing
 
$
3.17

 
September 12, 2018
 
284,091

 
$
1,051,137

 
284,091

 
$
1,167,614

Total
 
 
 
 
 
284,091

 
$
1,051,137

 
284,091

 
$
1,167,614


Stock Options
The Company has one stock-based incentive plan, the 2016 Omnibus Incentive Plan (the "2016 Incentive Plan"), pursuant to which the Company may grant stock options and restricted stock awards to executive officers, directors and employees.
The 2016 Incentive Plan was approved by stockholders on May 13, 2016. The maximum number of shares of the Company’s common stock available for issuance over the term of the 2016 Incentive Plan may not exceed 6,000,000 shares, provided that commencing with the first business day of each calendar year beginning with January 1, 2018, such maximum number of shares shall be increased by 2,000,000 shares of common stock unless the Board determines, for any such calendar year, to increase such maximum amount by a fewer number of shares.  At March 31, 2017, there were 6,000,000 shares of common stock reserved for issuance upon exercise of incentive awards granted and to be granted at future dates under the 2016 Incentive Plan. At March 31, 2017, the Company had 4,291,563 shares of common stock available for future grant under the 2016 Incentive Plan, 801,398 shares of unvested restricted stock units and options to purchase 907,039 shares of common stock outstanding under the 2016 Incentive Plan. The awards granted and available for future grant under the 2016 Incentive Plan generally vest over three years and have a maximum contractual term of ten years. The 2016 Incentive Plan terminates by its terms on March 9, 2026.
The Amended and Restated 2007 Omnibus Incentive Plan (the "2007 Incentive Plan") was adopted on March 31, 2007, approved by the stockholders on May 4, 2007, approved by the stockholders as amended on May 2, 2008, and approved by the stockholders as amended and restated on August 25, 2009, May 14, 2010, May 22, 2014 and May 8, 2015. On May 14, 2010 the stockholders approved to increase the aggregate number of shares available for grant under the Incentive Plan by 500,000 and to provide that the aggregate number of shares available for grant under the Incentive Plan will be increased on January 1 of each year beginning in 2011 by a number of shares equal to the lesser of 513,833 or such lesser number of shares as may be determined by the Board. On May 22, 2014 and May 8, 2015, the stockholders approved to increase the aggregate number of shares available for grant under the Incentive Plan by 1,250,000 and 2,000,000, respectively. The Incentive Plan terminated by its terms on March 31, 2017. At March 31, 2017, the Company had 575,495 shares of unvested restricted stock units and options to purchase 6,543,170 shares of common stock outstanding under the Incentive Plan. The awards granted under the Incentive Plan generally vest over three years and have a maximum contractual term of ten years.
At March 31, 2017, the Company had options outstanding to purchase 5,000 and 386,460 shares of common stock under the Amended 2000 Stock Option Plan and the VGX Equity Compensation Plan, respectively. The terms and conditions of the options outstanding under these plans remain unchanged.