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Note 9 - Convertible Preferred Stock, Stockholders' Equity and Common Stock Warrants | 12 Months Ended
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Dec. 31, 2018
Notes to Financial Statements |
Stockholders' Equity Note Disclosure [Text Block] | 9. Convertible Preferred Stock, Stockholders’ Equity and Common Stock Warrants 2018 Common Stock Offering In January 2018, the Company entered into an Underwriting Agreement (the “Agreement”) pursuant to which it issued 1,000,000 shares of Common Stock and warrants to purchase 1,000,000 shares of Common Stock with an initial exercise price of $12.00 per share for cash proceeds of $10.8 million. In addition, as compensation for its services, the Company granted to the underwriter in the transaction an option (the “Over-Allotment Option”) to purchase, in the aggregate, 150,000 shares of Common Stock (the “Option Shares”) and warrants to purchase up to 150,000 shares of Common Stock (the “Option Warrants”). The underwriter exercised its right to purchase a portion of the Option Warrants and received an additional 131,375 warrants to purchase Common Stock with an initial exercise price $12.00 per share. In addition, at the closing, the Company issued to designees of the underwriter warrants to purchase up to 50,000 shares of Common Stock. The underwriter’s warrants have an exercise price of $15.00 per share, a term of five years from the date of issuance and otherwise substantially similar terms to the form of the investor warrant. During its evaluation of equity classification for the Common Stock warrants, the Company considered the conditions as prescribed within ASC 815 - 40, Derivatives and Hedging, Contracts in an Entity’s own Equity (“ASC 815 - 40” ). The conditions within ASC 815 - 40 are not subject to a probability assessment. The warrants do not fall under the liability criteria within ASC 480 Distinguishing Liabilities from Equity as they are not puttable and do not represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC 815, but are eligible for the scope exception as they are indexed to the Company’s own stock and would be classified in permanent equity if freestanding. As a result of the Company's Common Stock offering in January 2018, all outstanding shares of the Company's Series A convertible preferred stock (discussed below) converted into 1,400,462 shares of Common Stock of which (i) 553,752 shares were issued for the automatic conversion of Series A convertible preferred stock (ii) 68,815 shares were issued upon settlement of accrued dividends and (iii) 777,895 shares were issued for the settlement of the “make-whole” adjustment feature. A deemed dividend of $8.2 million was recognized for the value of the common shares issued for the settlement of the make-whole adjustment feature. Series A Convertible Preferred Stock In March 2017, the Company completed a $25.0 million private placement of its securities in which the Company offered and sold units consisting of one share of the Company’s Series A convertible preferred stock and a warrant to purchase one share of Common Stock for each share of Series A convertible preferred stock purchased in the private placement (the “2017 Private Placement”). Each share of Series A convertible preferred stock entitled the holder to an 8.0% cumulative dividend payable in shares of Common Stock. The holders, at their option, were able to convert each share of Series A convertible preferred stock into one share of the Company’s Common Stock based on the initial conversion price of $30.30 per share, subject to adjustment. Each warrant entitles the holder to purchase one share of Common Stock at an initial exercise price of $33.30, subject to adjustment and expires on the fifth anniversary of their original issuance date. The Company sold 12,376,329 units in the 2017 Private Placement and received approximately $22.1 million in aggregate net cash proceeds, after deducting commissions and other expenses of approximately $2.9 million. In addition, as compensation for its services, the Company granted to its placement agent in the 2017 Private Placement warrants to purchase an aggregate of 78,637 shares of Common Stock at an initial exercise price of $33.30 per share, which expire on the fifth anniversary of their original issuance date. During its evaluation of equity classification for the common stock warrants, the Company considered the conditions as prescribed within ASC 815 - 40. The conditions within ASC 815 - 40 are not subject to a probability assessment. As the Company was obligated to issue a variable number of shares to settle the cumulative dividends on the Series A convertible preferred stock, the Company could not assert that there would be sufficient authorized shares available to settle the warrants issued in connection with the Series A offering. Accordingly, these warrants were classified as liabilities. In November 2017 the Company effected an amendment to its Certificate of Incorporation to permit the Company to pay dividends on the Company’s Series A Convertible Preferred Stock in either cash or shares of the Company’s Common Stock, which was approved by the stockholders. As a result of this amendment, the warrants were reclassified on the consolidated balance sheet from liabilities to stockholders’ equity in the fourth quarter of 2017. As the fair value of the warrants upon their issuance was in excess of the proceeds of the 2017 Private Placement, there were no proceeds allocated to the Series A convertible preferred stock. The excess fair value of the warrants over the gross proceeds of the 2017 Private Placement and the fair value of the warrants granted to its placement agent was $10.2 million in the aggregate and were recorded as warrant related expenses in the Company's consolidated statement of operations for the year ended December 31, 2017. In contemplation of completing the 2017 Private Placement, pursuant to the Company’s Certificate of Incorporation, on March 13, 2017, the Company adopted the Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock of the Company, authorizing 13,750,000 shares of Series A Convertible Preferred Stock for issuance. Upon the mandatory conversion of all of the shares of Series A Convertible Preferred Stock into our Common Stock during 2018, no shares of Series A Convertible Preferred Stock remained authorized, issued or outstanding. Common Stock In addition to the above offerings of Common Stock, during the years ended December 31, 2018 and 2017, respectively, the Company issued 7,792 and 1,174 shares, respectively, for advisory services. The Company did not purchase or retire any shares of its Common Stock during the years ended December 31, 2018 and 2017. Common Stock Warrants As of December 31, 2018, the Company had the following warrants outstanding to acquire shares of its common stock:
|  | Outstanding |  | Range of exercise price per share |  | Expiration dates |
Common stock warrants issued prior to 2016 |  |  | 1,767 |  | $562.50 | - | $735.00 |  | 2019 |
Common stock warrants issued in 2017 related to Series A convertible preferred stock offering |  |  | 903,870 |  |  | $33.30 |  |  | March 2022 |
Common stock warrants issued in 2018 related to the common stock offering |  |  | 1,181,375 |  | $12.00 | - | $15.00 |  | January 2023 |
|  |  | 2,087,012 |  |  |  |  |  |  |
During the years ended December 31, 2018 and 2017, 28,123 and 867 warrants issued prior to 2016 expired, respectively.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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