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C. STOCKHOLDERS EQUITY
9 Months Ended
Jun. 30, 2015
Notes to Financial Statements  
C. STOCKHOLDERS' EQUITY

Stock options, stock bonuses and compensation granted by the Company as of June 30, 2015 are as follows:

 

Name of Plan   Total Shares Reserved Under Plans     Shares Reserved for Outstanding Options     Shares Issued as Stock Bonus     Remaining Options/Shares Under Plans  
                         
Incentive Stock Options Plans     1,960,000       1,708,331       N/A       5,969  
Non-Qualified Stock Option Plans     7,680,000       5,829,269       N/A       1,265,979  
Stock Bonus Plans     3,594,000       N/A       1,470,254       2,122,919  
Stock Compensation Plans     3,350,000       N/A       1,316,949       2,000,000  
Incentive Stock Bonus Plan     16,000,000       N/A       15,600,000       400,000  

 

Stock options granted by the Company or forfeited by the holder during the nine and three months ended June 30, 2015 and 2014 are as follows:

 

    Nine Months Ended June 30,  
    2015     2014  
 Granted     803,700       743,040  
 Forfeited     137,249       5,316  

 

    Three Months Ended June 30,  
    2015     2014  
Granted     801,700       -  
Forfeited     27,833       5,316  

 

During the nine and three months ended June 30, 2015, respectively, 100,000 and 0 shares of non-vested restricted stock were forfeited

 

Stock-Based Compensation Expense

 

    Nine Months Ended March 31,  
    2015     2014  
 Employees   $ 4,570,999     $ 1,493,134  
 Non-employees   $ 437,729     $ 611,416  

 

    Three Months Ended March 31,  
    2015     2014  
 Employees   $ 619,145     $ 462,705  
 Non-employees   $ 137,600     $ 189,906  

 

 

During the nine and three months ended June 30, 2015, employee compensation expense included options issued or vested and restricted stock.

 

Derivative Liabilities, Warrants and Other Options

 

Below is a chart showing the derivative liabilities, warrants and other options outstanding at June 30, 2015:

 

Warrant   Issue Date   Shares Issuable upon Exercise of Warrant     Exercise Price   Expiration Date   Refer-ence  
                         
Series H   1/26/12     1,200,000     $ 5.00   8/1/15     1  
Series Q   6/21/12     1,200,000     $ 5.00   12/22/15     1  
Series R   12/6/12     2,625,000     $ 4.00   12/6/16     1  
Series S   10/11/13 -10/24/14     25,928,010     $ 1.25   10/11/18     1  
Series U   4/17/14     445,514     $ 1.75   10/17/17     1  
Series V   5/28/15     20,253,164     $ 0.79   5/28/2020     1  
Series N   8/18/08     2,844,627     $ 0.53   8/18/17     2  
Series P   2/10/12     590,001     $ 4.50   3/6/17     2  
Consultants   10/14/05– 3/30/15     188,000     $ 0.85-$20.00   10/14/15 -3/29/2018     3  

 

1.   Derivative Liabilities

 

The table below presents the derivative instruments outstanding at the balance sheet dates and their respective balances:

 

   

June 30,

2015

   

September 30,

2014

 
Series A through E warrants   $ -     $ 6,105  
Series H warrants     -       12,000  
Series Q warrants     -       12,000  
Series R warrants     26,250       157,500  
Series S warrants     5,185,602       5,197,352  
Series U warrants     45,937       120,289  
Series V warrants     6,902,460       -  
                 
Total derivative liabilities   $ 12,160,249     $ 5,505,246  

 

 

The table below presents the gains and (losses) on the derivative instruments for the nine months ended June 30:

 

    2015     2014  
Series A through E warrants   $ 6,105     $ 1  
Series H warrants     12,000       12,000  
Series N warrants     -       (1,404,027 )
Series Q warrants     12,000       -  
Series R warrants     131,250       52,500  
Series S warrants     472,487       153,814  
Series T warrants     -       115,737  
Series U warrants     74,352       16,220  
Series V warrants     1,100,760       -  
                 
Net gain (loss) on derivative instruments   $ 1,808,954     $ (1,053,755 )

 

The table below presents the gains on the derivative instruments for the three months ended June 30:

 

    2015     2014  
Series A through E warrants   $ -     $ 24,424  
Series F and G warrants     -       36,666  
Series H warrants     12,000       48,000  
Series Q warrants     12,000       72,000  
Series R warrants     105,000       236,250  
Series S warrants     3,111,361       3,918,479  
Series T warrants     -       115,737  
Series U warrants     87,659       16,220  
Series V warrants     1,100,760       -  
                 
Net gain on derivative instruments   $ 4,428,780     $ 4,467,776  

 

The Company reviews all outstanding warrants in accordance with the requirements of ASC 815.  This topic provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.  The warrant agreements provide for adjustments to the exercise price for certain dilutive events.  Under the provisions of ASC 815, the warrants are not considered indexed to the Company’s stock because future equity offerings or sales of the Company’s stock are not an input to the fair value of a “fixed-for-fixed” option on equity shares, and equity classification is therefore precluded.

 

In accordance with ASC 815, derivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration.  Any change in fair value between the respective reporting dates is recognized as a gain or loss.

 

Issuance of additional Warrants

 

On May 28, 2015, the Company closed an underwritten public offering of 20,253,164 shares of common stock and 20,253,164 Series V warrants to purchase shares of common stock. The common stock and Series V warrants were sold at a combined per unit price of $0.79 for net proceeds of approximately $14.7 million, net of underwriting discounts and commissions and offering expenses.  The Series V warrants are immediately exercisable at a price of $0.79 and expire on May 28, 2020.

 

The initial cost of the Series V warrants of $8,003,220 was recorded as warrant liability.  As of June 30, 2015, the total Series V warrant liability was adjusted to fair value as noted in the above table.

 

On October 24, 2014, the Company closed an underwritten public offering of 7,894,737 shares of common stock and 1,973,684 Series S warrants to purchase shares of common stock. Additionally, on October 21, 2014, the Company sold 1,320,000 shares of common stock and 330,000 Series S warrants to purchase shares of common stock in a private offering.  For every four shares of common stock sold in these offerings, investors were issued one Series S warrant to purchase one share of common stock.  The common stock and Series S warrants were sold at a combined per unit price of $0.76 for net proceeds of approximately $6.4 million, net of underwriting discounts and commissions and offering expenses.  The Series S warrants may be exercised at a price of $1.25 and expire on October 11, 2018.  The Series S warrants trade on the NYSE MKT under the symbol CVM WS.

 

The initial cost of the Series S warrants of $460,737 was added to the existing Series S warrant liability.  As of June 30, 2015, the total Series S warrant liability was adjusted to fair value as noted in the above table.

 

Warrants Exercised

 

During the nine and three months ended June 30, 2015, no derivative warrants were exercised.  During the nine months ended June 30, 2014, 2,088,769 Series S warrants and 106,793 Series N warrants were exercised.  During the three months ended June 30, 2014, 487,657 Series S warrants were exercised.  The fair value of the Series S warrants on the date of exercise was $1,024,931.  The fair value of the Series N warrants on the date of exercise was $137,000.  The Company received cash proceeds of $2,610,963 for the Series S warrants and $7,424 for 14,078 of the Series N warrants exercised.  The remaining 92,715 Series N warrants were exercised in a cashless exercise.

 

Expiration of Warrants

 

On October 6, 2014, 1,200,000 Series F warrants, with an exercise price of $4.00, expired. The fair value of the Series F warrants was $0 on the date of expiration.  On October 17, 2014, 1,782,057 Series T warrants, with an exercise price of $1.58, expired. The fair value of the Series T warrants was $0 on the date of expiration.  On December 24, 2014, 130,347 Series A warrants, with an exercise price of $5.00, expired.  The fair value of the warrants on the date of expiration was $1,303.  On January 8, 2015, 16,750 Series A warrants, with an exercise price of $5.00, expired.   The fair value of the Series A warrants was $0 on the date of expiration.  On February 20, 2015, 463,487 Series C warrants, with an exercise price of $5.50, expired.   The fair value of the Series C warrants was $0 on the date of expiration.  During the nine and three months ended June 30, 2014, no derivative warrants expired.

 

2.   Equity-based warrants

 

On October 28, 2014, the outstanding 2,844,627 Series N Warrants were transferred to the de Clara Trust, of which the Company’s CEO, Geert Kersten, is the trustee and a beneficiary. On June 29, 2015, the Company extended the expiration date of the Series N warrants to August 18, 2017.  The incremental cost of this modification was $475,333. The modification was concurrent with the extinguishment and reissuance of a note payable also held in the de Clara Trust, and was recorded as a loss on debt extinguishment.

 

During the nine and three months ended June 30, 2015, no equity-based warrants were exercised.  During the nine and three months ended June 30, 2014, 500,000 and 0 Series M warrants, respectively, were exercised.  The Company received cash proceeds of $500,000 for the Series M warrants exercised.

 

On December 24, 2014, 164,824 warrants held by an officer/director, with an exercise price of $4.00, expired. On January 6, 2015, 184,930 warrants held by an officer/director, with an exercise price of $5.00, expired. On April 2, 2015, 70,000 Series L warrants, with an exercise price of $2.50, expired.  During the nine and three months ended June 30, 2014, respectively, 863,438 and 105,000 equity-based warrants expired.

 

3.   Options and shares issued to Consultants

 

As of June 30, 2015, 188,000 options issued to consultants as payment for services remained outstanding, of which 180,000 options were issued from the Non-Qualified Stock Option plans.

 

On December 15, 2014, the Company extended a one-year consulting agreement for services to be provided through December 15, 2015.  In consideration for services provided, the Company agreed to issue the consultant 100,000 restricted shares in three installments – 34,000 in December 2014, 33,000 on May 15, 2015, and 33,000 on August 15, 2015.  Accordingly, during the nine and three months ended June 30, 2015, respectively, the Company issued the consultant 67,000 and 33,000 shares of restricted stock at fair market value on the grant date.  The aggregate fair market value of $48,090 was recorded as a prepaid expense and is being charged to general and administrative expense over the period of service.  During the nine months ended June 30, 2014, the Company issued this consultant 100,000 restricted shares for an aggregate fair market value of $108,710, which was recorded as a prepaid expense and charged to general and administrative expense over the period of service.

 

On October 20, 2013, the Company entered into a consulting agreement for services to be provided through October 19, 2016.  In consideration for services provided, the Company agreed to issue the consultant 34,164 restricted shares each month of the agreement, with the first three months being issued in advance. During the nine months ended June 30, 2015 and 2014, the Company issued the consultant 307,476 shares of restricted stock at the fair market value of $243,248 and $332,074, respectively.  The aggregate fair market value was recorded as a prepaid expense and is being charged to general and administrative expense over the period of service.  In November 2014, the Company issued the same consultant 150,000 shares of common stock at the aggregate fair market value of $97,500, in consideration for services provided.

 

The Company also engaged a third consultant for services to be provided from June 1, 2014 through November 30, 2014.  During the nine months ended June 30, 2015, the Company issued the consultant 10,000 shares of restricted stock at the fair market value of $7,250.    Under a previous arrangement with this consultant, the Company recorded $63,500 in expense for consulting services provided during the nine months ended June 30, 2014.

 

During the nine months ended June 30, 2015, the Company entered into two additional agreements for consulting services.  The first agreement engaged a consultant for services to be provided from February 9, 2015 through August 9, 2015.  The Company issued the consultant 25,000 shares of restricted stock in January 2015 and 25,000 shares of restricted stock in April 2015.  The shares were issued at an aggregate fair market value of $42,250, which was recorded as a prepaid expense and is being charged to general and administrative expense over the period of service.  Additionally, in March 2015, the Company granted two other consultants a total of 40,000 fully vested options to purchase common stock at a price of $1.02 per share.  The fair value of the options issued was $19,855 and was recorded as a general and administrative expense.

 

During the nine months ended June 30, 2015 and 2014, the Company recorded total expense of $437,729 and $445,838 relating to these consulting agreements.  In addition, $88,587 was expensed during the nine months ended June 30, 2014 for other prior year consulting agreements.  At June 30, 2015 and September 30, 2014, respectively, $46,932 and $26,468 relating to these consulting agreements is included in prepaid expenses.