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Common Stock, Stock Options and Warrants
9 Months Ended
Jun. 30, 2018
Common Stock, Stock Options and Warrants [Abstract]  
COMMON STOCK, STOCK OPTIONS AND WARRANTS
6.COMMON STOCK, STOCK OPTIONS AND WARRANTS

 

Common Stock

 

On June 9, 2017, the Company affected a 1-for-15 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value. Under the terms of the reverse stock split, fractional shares issuable to stockholders were rounded up to the nearest whole share, resulting in a reverse split slightly less than 1-for-15 in the aggregate. All per share amounts and number of shares (other than authorized shares) in these consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock split.

 

2016 Private Offering

 

In October 2016, the Company commenced an offering (the “2016 Offering”) of units at a price of $6.00 per unit (the “2016 Offering Units”). Each 2016 Offering Unit consists of (i) one share of common stock and (ii) a warrant to purchase one share of common stock (the “2016 Offering Warrants”) at an exercise price of $8.25 exercisable for five years from the date of issuance.  The placement agent for the 2016 Offering received a 10% cash commission on the gross proceeds from the sale of the 2016 Offering Units.  In addition, on each closing the placement agent received (i) an expense allowance equal to 3% of the proceeds of the sale, and (ii) warrants to purchase a number of shares of common stock equal to 10% of the 2016 Offering Units sold at an exercise price of $8.25 per share.

 

On November 23, 2016, the Company sold 65,000 of the 2016 Offering Units for gross proceeds of $390,000.  The estimated fair value of the warrants included in the 2016 Offering Units sold to the investors was $234,505. Additionally, a warrant to purchase 6,500 shares of common stock was granted to the placement agent pursuant to the above pricing terms. The estimated fair value of the warrant granted to the placement agent was $23,451. The placement agent was paid commissions and an expense allowance of $50,700. Other costs of the placement were $156,896, including deferred offering costs of $64,801.

 

On June 8, 2017, the Company entered into release agreements with the investors in the 2016 Offering whereby each investor released the Company from the restrictions on certain corporate actions that were included in the unit purchase agreements. Pursuant to the terms of the release agreements, upon the closing of the 2017 public offering (see below) and the concurrent listing of its common stock on the NASDAQ Capital Market, the Company issued to the investors an additional 58,191 shares of common stock to effectively reprice the sale of the units to $4.125 per unit and repriced the warrants to an exercise price of $4.125 per share on August 8, 2017.

 

2017 Public Offering and Release Agreement

 

On August 8, 2017, the Company closed a public offering of 1,648,484 shares of common stock and warrants to purchase 1,648,484 shares of common stock at an offering price of $4.125 per share and $0.01 per warrant. The warrants have a per share exercise price of $4.125, are exercisable immediately and will expire five years from the date of issuance.  The gross proceeds from this offering were $6,802,469, before deducting underwriting discounts and commissions and other offering expenses of $685,573. The Company granted the underwriters a 45-day option to purchase up to an additional 247,272 shares of common stock and warrants to purchase 247,272 shares of common stock to cover over-allotments. On August 8, 2017, the underwriters partially exercised the over-allotment and purchased the additional 247,272 warrants. The estimated fair value of the 1,895,756 warrants issued to the investors was $4,160,195 and the estimated fair value of the 65,940 warrants issued to the underwriters was $142,419.

 

On November 7, 2017, the Company entered into a release agreement with the underwriter. The Company had previously granted a right of first refusal to underwrite all equity and debt offerings for a period of twelve months following completion of the 2017 public offering (“Right of First Refusal”). Under the release, the Company agreed to pay the underwriter $100,000 in cash and issue 60,000 shares of restricted common stock with a fair value of $257,400 in exchange for a full release from all obligations related to the Right of First Refusal. The Company expensed the $357,400 cost of the release agreement in November 2017.

 

Registered Direct/Private Placement Offerings

 

On December 19, 2017, the Company closed a registered direct offering with several institutional and accredited investors for the sale of 1,280,360 shares of common stock at $4.6925 per share for gross proceeds of $6,008,089. Simultaneously, the Company privately sold and issued to the investors 640,180 immediately exercisable five and a half year warrants at $4.63 per share. The Company paid the placement agent for the offering a fee of 7% of the gross proceeds totaling $420,566 and issued the placement agent 89,625 immediately exercisable five year warrants at $5.8656 per share. The Company also reimbursed the placement agent for $85,000 in expenses and incurred $20,000 in other expenses. Net proceeds from the offering were $5,482,523. The estimated fair value of the 640,180 warrants issued to the investors was $2,407,276 and the estimated fair value of the 89,625 warrants issued to the placement agent was $316,071.

 

On March 29, 2018, the Company closed a registered direct offering with an institutional and an accredited investor for the sale of 669,504 shares of common stock at $2.985 per share for gross proceeds of $1,998,469. Simultaneously, the Company privately sold and issued to investors 669,504 immediately exercisable five and a half year warrants at $2.86 per share. The Company paid the placement agent for the offering a fee of 7% of the gross proceeds totaling $139,893 and issued the placement agent 46,866 immediately exercisable five year warrants at $3.73125 per share. The Company also reimbursed the placement agent for $85,000 in expenses and incurred $10,000 in other expenses. Net proceeds from the offering were $1,763,576. The estimated fair value of the 669,504 warrants issued to the investors was $1,679,482 and the estimated fair value of the 46,866 warrants issued to the placement agent was $110,511.

 

Common Stock Issued for Services

 

On February 7, 2018, the Company issued 22,200 shares of common stock for services provided by two consultants and expensed the $88,800 fair value of the common stock issued. On April 1, 2018, the Company issued 10,000 shares of common stock for services provided by a consultant and expensed the $31,000 fair value of the common stock issued.

 

Unit Purchase Options

 

On April 7, 2017, the Company issued a three-year Unit Purchase Option Agreement to a consultant for the purchase of 38,000 units at a purchase price of $9.00 per unit. Each unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $9.00 per share which expires on the earlier of three years after exercise of the Unit Purchase Option Agreement or April 7, 2023. The consultant provided the Company with business development and financing assistance for the three months ended June 30, 2017. The Company estimated the fair value of the unit purchase option agreement at $104,138 and expensed it during the year ended September 30, 2017.

 

On June 29, 2017, the Company issued a three-year Unit Purchase Option Agreement to a consultant for the purchase of 62,667 units at a purchase price of $9.00 per unit. Each unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $9.00 per share which expires on the earlier of three years after exercise of the Unit Purchase Option Agreement or June 29, 2022. The consultant provided the Company with business development and financing assistance through December 31, 2017. The Company estimated the fair value of the unit purchase option agreement at $193,860 and recorded it as a prepaid expense at June 30, 2017. The Company recorded an expense of $96,930 for this agreement during the year ended September 30, 2017 and expensed the remaining balance of $96,930 during the three months ended December 31, 2017.

 

Stock Option Plans

 

On September 12, 2014, the Board of Directors adopted the 2014 Stock Incentive Plan (the “2014 Plan”) and reserved 866,667 shares of common stock for issuance to employees, directors and consultants. On September 12, 2014, our stockholders approved the plan. Pursuant to the 2014 Plan, the Board of Directors (or committees and/or executive officers delegated by the Board of Directors) may grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. As of June 30, 2018, there were options to purchase an aggregate of 861,039 shares of common stock outstanding under the 2014 Plan, options to purchase 4,829 shares were exercised, and 799 shares remain available for future grants.

 

On February 7, 2018, our stockholders approved the 2018 Omnibus Stock Incentive Plan (the “2018 Plan”) and the Company reserved 2,000,000 shares of common stock for issuance to employees, directors and consultants. Pursuant to the 2018 Plan, the Board of Directors (or committees and/or executive officers delegated by the Board of Directors) may grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards. As of June 30, 2018, there were no grants under the 2018 Plan.

 

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Due to its limited operating history and limited number of sales of its common stock, the Company estimated its volatility in consideration of a number of factors including the volatility of comparable public companies. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the consolidated financial statements, to estimate option exercises and employee terminations within the valuation model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term of stock options granted, all of which qualify as “plain vanilla,” is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term.

 

A summary of option activity under the 2014 Plan as of June 30, 2018 and the changes during the nine months then ended is presented below:

 

  

 

 

 

Option

Shares

  

 

Weighted-

Average

Exercise

Price

  

Weighted-

Average

Remaining

Contractual

Term

  

 

 

Aggregate

Intrinsic

Value

 
Outstanding at October 1, 2017  861,039  $6.69   8.37 years  $208,151 
Granted              
Exercised              
Forfeited or expired              
Outstanding at June 30, 2018  861,039  $6.69   7.62 years  $151,715 
Exercisable at June 30, 2018  568,431  $8.14   6.84 years  $151,715 

 

Stock-based compensation expense for the nine months ended June 30, 2018 and 2017 was $629,085 and $808,356, respectively.

 

At June 30, 2018, unrecognized total compensation cost related to unvested awards of $508,159 is expected to be recognized over a weighted average period of 1.77 years.

 

Warrants

 

As of June 30, 2018, the Company has reserved shares of common stock for the exercise of outstanding warrants. The following table summarizes the warrants outstanding:

 

  Exercise price  Number  Expiration Dates
Investor and Placement Agent Warrants $9.00   384,006  September 12, 2019
Investor Warrants  9.00   202,469  March 19, 2020 – September 14, 2020
Investor Warrants  9.00   307,778  November 5, 2020 – April 25, 2021
LMB Warrants  6.15   90,151  June 12, 2019 – March 2, 2021
LMB Warrants  9.90   8,155  September 30, 2019 – January 8, 2020
LMB Warrants  20.70   17,721  November 3, 2019 – March 6, 2020
LMB Warrants  7.50   73,883  August 18, 2020 – March 14, 2021
LMB Warrants  7.50   53,110  March 24, 2022 – April 29, 2022
Financial Advisor Warrants  3.00   25,833  August 15, 2021
2016 Offering Warrants  4.125   140,819  November 23, 2021 – February 27, 2022
Convertible Note Warrants  9.75   40,436  September 12, 2019
2017 Public Offering Warrants  4.125   1,622,989  August 2, 2022
2017 Public Offering Underwriter Warrants  4.5375   65,940  February 2, 2023
December 2017 Registered Direct/Private Placement Offering Investor Warrants  4.63   640,180  June 19, 2023
December 2017 Registered Direct/Private Placement Offering Placement Agent Warrants  5.8656   89,625  December 19, 2022
March 2018 Registered Direct/Private Placement Offering Investor Warrants  2.86   669,504  October 2, 2023
March 2018 Registered Direct/Private Placement Offering Placement Agent Warrants  3.73125   46,866  March 28, 2023
       4,479,465   

 

During the nine months ended June 30, 2018, 40,834 of the Financial Advisor Warrants were exercised on a cashless basis resulting in the issuance of 16,547 shares of common stock and 272,767 of the 2017 Public Offering Warrants were exercised at $4.125 per share for net proceeds of $1,125,148.

 

See Note 6 (Registered Direct/Private Placement Offerings) for a description of the registered direct/private placement offering warrants and the registered direct/private placement offering placement agent warrants.

 

At June 30, 2018, the weighted average remaining life of all of the outstanding warrants is 3.85 years, all warrants are exercisable, and the aggregate intrinsic value for the warrants outstanding was $0. 

 

Common Stock Reserved 

 

A summary of common stock reserved for future issuances as of June 30, 2018 and September 30, 2017 is as follows:

 

  

June 30,
2018

  September 30, 2017 
2014 Stock Incentive Plan options outstanding  861,039   861,039 
2014 Stock Incentive Plan available for future grants  799   799 
2018 Omnibus Stock Incentive Plan  2,000,000    
Warrants outstanding  4,479,465   3,346,891 
Unit purchase options outstanding  201,334   201,334 
Total  7,542,637   4,410,063