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Stockholders' Equity | 12 Months Ended
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Jun. 30, 2015
Stockholders' Equity [Abstract] |
STOCKHOLDERS' EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY Series A Preferred Stock During 2013, in a series of closings, the Company issued investors 1,020,125 shares of Series A preferred stock and 255,031 warrants to purchase shares of common stock at an exercise price of $4.00 per share with an expiration date of seven years, for gross proceeds of approximately $4,080,500 ($3,494,428 net of offering costs). In addition, the Company issued the placement agent 127,516 warrants to purchase common stock with an exercise price of $4.00 per share. Both the warrants and the Series A preferred stock contained anti-dilution features deemed to be derivatives, see Note 5. The table below reflects the gross proceeds received in connection with the 2013 offerings allocated to components of stockholders’ equity (deficit) and to derivative liabilities based upon fair value:
Par value of Series A preferred stock issued |  | $ | 1,020 |
Additional paid-in-capital |  |  | 1,483,690 |
Derivative warrant liabilities |  |  | 113,153 |
Derivative preferred stock conversion feature |  |  | 1,647,910 |
Derivative warrants issued to placement agent as offering costs |  |  | 248,655 |
Offering costs paid-in cash |  |  | 586,072 |
Total |  | $ | 4,080,500 |
Each share of Series A preferred stock automatically converted into common stock on a one-for-one basis upon the Share Exchange. There were 2,720,826 shares that were converted to common stock in May 2014. In addition, the conversion price was subject to adjustment upon a future down round if any future stock offerings are issued below $4.00 per share. This anti-dilution feature for the Series A preferred stock and for the warrants, made these instruments a derivative liability. The anti-dilution feature was terminated upon the Share Exchange and the corresponding derivative liabilities were transferred to additional paid-in capital. Class A Convertible Preferred Stock (“Class A Stock”) On May 20, 2014, the Company' subsidiary completed a Share Exchange with the Company, whereby the Company acquired 94.6% of the issued and outstanding capital stock of the subsidiary’s stockholders in exchange (“Share Exchange”) for the issuance of 5,658,215 shares of common stock to the Company’s stockholders, which represented 80.9% of Relmada’s issued and outstanding common stock after the consummation of the Share Exchange. In addition, the outstanding options and warrants were exchanged for options and warrants to purchase shares of common stock of the Company at a ratio of 10 to 1. Prior to the Share Exchange, the Company had no other assets or liabilities. The principal shareholders of the Company contributed $2 million in cash for 667,462 shares of the Company’s common stock and 667,462 shares of Class A Stock. The Class A Stock has dividend rights to two times the amount of any dividend granted by the Board of Directors of the Company to the holders of common stock. In the event of any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of Class A Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Company’s common stock. The holders of Class A Stock shall have no right to vote on any matter submitted to a vote of the holders of the Company’s common stock, including the election of directors. The Class A Stock is automatically converted on a monthly basis into common stock on a one-for-one basis by action of the Corporation, in the event the total of all shares of common stock and Class A Stock held by the shareholder do not exceed 9.9% of the issued and outstanding shares of common stock of the Company. In no event can Class A Stock be converted into common stock of the Corporation if such conversion would cause the holder to own, beneficially or otherwise, more than 9.9% of the Company’s stock. During the year ended June 30, 2015, 595,790 Class A Stock were converted to common stock. Common Stock Common stock issued in merger During 2012, an executive was granted 30,760 shares of common stock. The grant date fair value of the common stock was $1.50 per share (based on a third party valuation), or approximately $46,100 in total. The vesting schedule provided that approximately 13,670 shares vested on July 10, 2012, 11,278 shares vested on July 10, 2013 and 5,812 shares vested on January 10, 2014. As a result, the Company recorded stock-based compensation expense of approximately $8,700 and $16,900 for the six months ended June 30, 2014 and for the year ended December 31, 2013, respectively, in connection with this agreement. Common stock issued for cash On May 12, May 15 and June 10, 2014, the Company completed a private placement for the sale of units for gross proceeds of approximately $25,745,700. The units consisted of 3,432,760 shares of the Company’s common stock, A warrants to purchase 3,432,760 shares of common stock at an exercise price of $7.50 per share and B warrants to purchase 1,716,379 shares of common stock, at a exercise price of $11.25 per share. The A warrants were exercisable through October 10, 2014 and the B warrants are exercisable immediately up to a period of five years from the date of issuance. The Company may call the B warrants for redemption upon written notice to all investors of the May and June 2014 units (“investors”) at any time if the closing price of the common stock exceeds $18.75 per share for twenty consecutive trading days provided that there is an effective registration statement. Sixty business days following the date the redemption notice (“Exercise Period”) is sent to the investors, each may choose to exercise their B warrants or a portion of their B warrants, by paying the exercise price of $11.25 per share. Any warrants not exercised on the last day of the Exercise Period, will be redeemed by the Company at $0.001 per share. The Placement Agent shall receive a warrant solicitation fee equal to five % of the aggregate exercise price paid by the B warrant holders upon such exercise, following a call for redemption by the Company. The Company shall direct the B warrant holder to make such solicitation fee payment directly to the Placement Agent and the B warrant holder shall comply with such direction. The Company issued warrants to purchase 858,190 shares of common stock at $7.50 to its Placement Agent (“Agent Warrants”). The Agent Warrants are immediately exercisable and expire five years from the date of issuance. The Company paid approximately $3,516,000 including expenses to the Placement Agent and the net proceeds were approximately $22,229,300. All the warrants in this transaction have an anti-dilution provision and shall terminate upon an up-listing of the Company to a national securities exchange such as NYSE or NASDAQ. A registration rights agreement was entered into in connection with the private placement that required the Company to file a registration statement for the resale of shares of common stock and common stock issuable upon the exercise of the A warrants and B warrants. The Company was required to use commercially reasonable efforts to have the registration statement declared effective within 45 days from the filing date. If the SEC reviewed the registration statement, the Company had 180 days to have the registration statement declared effective. If the registration statement was not filed on time or declared effective within the pre-requisite time frame, the penalty was one percent of the purchase price with a maximum penalty of six percent (6%). The Securities and Exchange Commission declared the registration effective on December 30, 2014. The table below reflects the gross proceeds received in connection with the May and June 2014 offerings allocated to components of stockholders’ equity (deficit) and to derivative liabilities based upon fair value:
Par value of common stock issued |  | $ | 3,433 |
Additional paid-in-capital |  |  | 17,892,725 |
Derivative warrant liabilities |  |  | 3,337,025 |
Derivative warrants issued to placement agent as offering costs |  |  | 996,138 |
Net proceeds |  |  | 22,229,321 |
Offering costs paid-in cash |  |  | 3,516,378 |
Gross proceeds |  | $ | 25,745,699 |
Common stock issued for services For the year ended June 30, 2015, the Company issued 83,333 shares of common stock for consulting services that had a fair market of approximately $1,180,400 which was based upon the stock price at each issuance date. The Company recorded the stock-based compensation expense value to general and administrative expense. The Company is obligated to issue 16,667 shares of common stock divided equally over two quarterly installments commencing in September 2015 for consulting services. The Company will record these share issuances at the applicable fair value of the common stock on the date of issuance. Common stock issued in connection with exercise of warrants During the year ended June 30, 2015, shareholders from the May and June 2014 equity offerings exercised Series A warrants to purchase 2,033,915 shares of common stock at an exercise price of $7.50 per share that resulted in net proceeds of approximately $13,423,800 to the Company, net of approximately $1,830,500 of offering costs. During the year ended June 30, 2015, three consultants exercised their warrants and also a Series A preferred warrant holder exercised warrants aggregating 6,512 shares of common stock. The Company received approximately $25,500. Options and warrants In December 2014, the Board of Directors adopted and the shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “Plan”), which allows for the granting of common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors. The Plan allows for the granting of 1,611,769 options or stock awards. In August 2015, the board approved an amendment to the Plan. Among other things, the Plan Amendment updates the definition of “change of control” and provides for accelerated vesting of all awards granted under the plan in the event of a change of control of the Company. At June 30, 2015, no stock appreciation rights have been issued. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest over four years. As of June 30, 2015, 740,138 shares were available for future grants under the Plan. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options and warrants. The price of common stock prior to the Company being public was determined from a third party valuation. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The expected volatility was based upon its peer group. The Company routinely reviews its calculation of volatility changes in future volatility, the Company’s life cycle, its peer group, and other factors. The Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model. The Company uses the contractual term for non-employee options to estimate the expected term, for share-based compensation in its option-pricing model. Stock-based compensation - options The Company granted an officer options to purchase 133,150 shares of its common stock in September 2013. The option has a ten-year term and an exercise price of $4.00 per share. 25% of each of the options vest immediately and the remaining 75% of the options vest in equal quarterly increments over a four-year period. The fair value of the option at the grant date was $2.70 per share using the Black-Scholes Option pricing model. During December 2013 and February 2014, the Company granted two officers options to purchase 66,840 and 200,755 (150,566, were forfeited as of June 30, 2015) shares of common stock, respectively. The options have a 10 year term and an exercise price of $4.00 and $7.50 per share, respectively. 25% of the options vest on the one year anniversary of the grant date and the remaining options vest quarterly over the following 3 years. The fair value of the options at the grant date during December 2013 and January 2014 was $2.71 per share and $4.65 per share, respectively. During November 2013, the Company an employee options to purchase 37,500 shares of common stock. The options have a 10 year term and an exercise price of $4.00. 25% of the options vest on the one year anniversary of the grant date and the remaining options vest in equal quarterly increments over the following 3 years. The fair value of the options on the grant date was $3.13 per share using the Black-Scholes Option pricing model. During February 2014, the Company granted to three directors, an aggregate of options to purchase 29,197 shares of common stock. Each option has a ten year term and an exercise price of $7.50 per share, respectively. 25% of the options vest on the one year anniversary of the grant date and the remaining options vest quarterly over the following 3 years. The fair value of the options at the grant date was approximately $4.55 per share using the Black-Scholes Option pricing model. During May 2014, the Company granted various employees options to purchase 70,000 shares of common stock, respectively. Each option has a 10 year term and an exercise price of $7.50 per share, respectively. 25% of the options vest on the one year anniversary of the grant date and the remaining options vest quarterly over the following 3 years. The fair value of the options on the grant date ranges were $3.58 per share using the Black-Scholes Option pricing model. During the year ended June 30, 2015, the Company granted to its current officers options to purchase 55,000 shares of common stock. Each option has a ten year term and an exercise price of $13.50 per share. 6.25% of the options vest each quarter over the following four years. The fair value of the options at the grant date was $9.08 per share using the Black-Scholes Option pricing model. During the year ended June 30, 2015, the Company granted various employees options to purchase 256,100 shares of common stock. Each option has a ten year term and has an exercise price ranging from $8.60 to $13.50 per share. A total of 135,400 options vest as follows: 25% on the one year anniversary of the grant date and the remaining options vest quarterly over the following 3 years. The remaining 120,700 options vest at a rate of 6.25% each quarter over 4 years. The fair value of the options on the grant date ranges from $3.59 to $9.96 per share using the Black-Scholes Option pricing model. A summary of the changes in options outstanding for the period from December 31, 2012 to June 30, 2015 is as follows:
|  | Number of Shares |  |  | Weighted Average Exercise Price Per Share |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Aggregate Intrinsic Value |
Outstanding and expected to vest at December 31, 2012 |  |  | 135,592 |  |  | $ | 4.00 |  |  |  | 9.5 |  |  | $ | - |
Granted |  |  | 237,490 |  |  | $ | 4.00 |  |  |  |  |  |  |  |  |
Outstanding and expected to vest at December 31, 2013 |  |  | 373,082 |  |  | $ | 4.00 |  |  |  | 8.8 |  |  | $ | 1,305,000 |
Granted |  |  | 299,952 |  |  | $ | 7.50 |  |  |  |  |  |  |  |  |
Outstanding and expected to vest at June 30, 2014 |  |  | 673,034 |  |  | $ | 5.56 |  |  |  | 9.2 |  |  | $ | 2,988,000 |
Granted |  |  | 311,100 |  |  | $ | 12.63 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (206,504 | ) |  | $ | 9.12 |  |  |  |  |  |  |  |  |
Outstanding and expected to vest at June 30, 2015 |  |  | 777,630 |  |  | $ | 7.44 |  |  |  | 8.6 |  |  | $ | 2,787,000 |
Options exercisable at June 30, 2015 |  |  | 301,499 |  |  | $ | 5.03 |  |  |  | 8.0 |  |  | $ | 1,557,000 |
At June 30, 2015, the Company has unrecognized stock-based compensation expense of approximately $2,496,400 related to unvested stock options over the weighted average remaining service period of 3.4 years. The weighted average fair value of options granted during the year ended June 30, 2015, for the six months ended June 30, 2014 and for the years ended December 31, 2013 was approximately $8.35, $3.60 and $2.90 per share respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions:
|  | Year Ended June 30, 2015 |  |  | Six Months Ended June 30, 2014 |  |  | Year Ended December 31, 2013 |
Risk free interest rate |  |  | 1.5% to 1.8 | % |  |  | 1.5 to 1.6 | % |  |  | 0.6 | %
Dividend yield |  |  | 0 | % |  |  | 0 | % |  |  | 0 | %
Volatility |  |  | 71% to 76 | % |  |  | 76% to 77 | % |  |  | 73% to 80 | %
Expected term (in years) |  |  | 6.25 |  |  |  | 6.25 |  |  |  | 5.75 to 10 |
The following summarizes the components of stock-based compensation expense which includes stock options, warrants and restricted stock in the consolidated statements of operations for the year ended June 30, 2015, for the six months ended June 30, 2014, and for the year ended December 31, 2013, respectively:
|  | Year Ended June 30, 2015 |  |  | Six Months Ended June 30, 2014 |  |  | Year Ended December 31, 2014 |
Research and development |  | $ | 321,900 |  |  | $ | 115,500 |  |  | $ | 11,800 |
General and administrative |  |  | 475,100 |  |  |  | 10,203,600 |  |  |  | 370,500 |
Total |  | $ | 797,000 |  |  | $ | 10,319,100 |  |  | $ | 382,300 |
During the year ended June 30, 2015, the Company granted 104,000 shares of restricted stock to employees which will be issued upon vesting. At June 30, 2015, there were 94,000 restricted stock awards outstanding of which, 10,000 were forfeited which had a fair value of $14.65 per share. The restricted stock grants vest over four years. The Company has an unrecognized expense of approximately $1,179,300, related to unvested restricted stock grants which will be recognized over the remaining weighted average service period of 3.7 years. The fair value per share of the restricted stock granted during the year ended June 30, 2015 was $13.80. Stock-based compensation - warrants During the year ended December 31, 2013, the Company issued 382,547 warrants in connection with Series A preferred stock offering, see Note 6 - Series A Preferred Stock. In connection with the subordinated promissory notes offerings during the year ended December 31, 2013, the Company issued the debt holders warrants to purchase 42,750 shares of common stock of the Company, exercisable at $4.00 per share. The Placement Agent was issued warrants to purchase 21,375 shares of common stock exercisable at $4.00 per share and expire in seven years. These warrants contained an anti-dilution features with down-round protection, thus the Company accounted for these warrants as derivative liabilities. The anti-dilution feature was eliminated upon the Share Exchange and the corresponding derivative liabilities were reclassified to additional paid-in capital. During 2012, the Company issued its founder 173,643 warrants to purchase common stock in connection with a transaction that exchanged debt for stock. These warrants were cancelled by the Company in January 2014 and in November 2014, the Company reissued the warrants back to the founder. The warrants have an exercise price of $4.00 per share and expire in five years. In December 2013, the Company purchased Medeor Inc. and in connection with the purchase, the Company issued the Placement Agent warrants to purchase 40,000 shares of common stock at an exercise price of $5.50 per share and expire in seven years. The Company recorded the fair value of stock-based compensation of $237,400 in connection with the issuance of these warrants based upon the Black-Scholes option pricing model. In conjunction with a strategic advisor agreement, to a related party, the Company issued warrants to purchase 1,731,157 shares of common stock (402,451 warrants for the year ended December 31, 2012, 321,285 warrants for the year ended December 31, 2013 and 1,007,421 warrants for the six months ended June 30, 2014) shares of common stock at a $0.001 exercise price and expire in May 2021. The warrants had a performance based requirement for vesting and became fully vested upon completion of a public transaction. During the six months ended June 30, 2014, the performance achievement was met. The Company recorded the fair value of stock-based compensation expense of approximately $10,119,000 based upon the Black-Scholes option pricing model. During the six months ended June 30, 2014, the Company issued 6,007,329 warrants in a connection with a common stock offering, see Note 6 - Common stock issued for cash. During the six months ended June 30, 2014 and for the year ended and December 31, 2013, the Company issued to consultants warrants to purchase 2,500 and 4,300 shares of common stock, respectively. The exercise price of the warrants issued during the six months ended June 30, 2014 and for the year ended December 31, 2013 were all at $4.00 per share. The grant date fair value of the warrants issued for the six months ended June 30, 2014 and for the year ended December, 31, 2013 was approximately $14,300 and $10,800, respectively, and the fair value was amortized over the term of the agreements. A summary of the changes in outstanding warrants during the year ended June 30, 2015, for the six months ended June 30, 2014 is as follows:
|  | Number of Shares |  |  | Weighted Average Exercise Price Per Share |
Outstanding at December 31, 2012 |  |  | 973,046 |  |  | $ | 2.41 |
Granted |  |  | 812,257 |  |  |  | 2.49 |
Outstanding at December 31, 2013 |  |  | 1,785,303 |  |  | $ | 2.41 |
Granted |  |  | 7,017,251 |  |  | $ | 7.35 |
Forfeited |  |  | (173,643 | ) |  | $ | 4.00 |
Outstanding and vested at June 30, 2014 |  |  | 8,628,911 |  |  | $ | 6.40 |
Granted |  |  | 173,643 |  |  | $ | 4.00 |
Exercised |  |  | (2,040,277 | ) |  | $ | 7.50 |
Forfeited |  |  | (1,400,094 | ) |  | $ | 7.50 |
Outstanding and vested at June 30, 2015 |  |  | 5,362,183 |  |  | $ | 5.60 |
At June 30, 2015, the Company has does not have any unrecognized stock based compensation expense related to outstanding warrants. At June 30, 2015, the aggregate intrinsic value of warrants vested and outstanding is approximately $26,270,000. There were no common stock warrants granted by the Company during the year ended June 30, 2015 other than the reissuance of the warrants to the founder. The weighted average fair value of warrants granted for the year ended June 30, 2015, for the six months ended June 30, 2014 and for the year ended December 31, 2013 was N/A, $7.00 per share and $4.00 per share, respectively, on the date of grant, using the Black-Scholes option pricing model using the following assumptions:
|  | Year Ended June 30, 2015 |  |  | Six Months Ended June 30, 2014 |  |  | Year Ended June 30, 2013 |
Risk-free interest rate |  |  | N/A |  |  |  | 0.7% to 2.0 | % |  |  | 0.9% to 1.8 | %
Dividend yield |  |  | N/A |  |  |  | 0 | % |  |  | 0 | %
Expected volatility |  |  | N/A |  |  |  | 75% to 76 | % |  |  | 73% to 83 | %
Expected term (in years) |  |  | N/A |  |  |  | 4 and 7 |  |  |  | 4-7 |

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C + Details
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