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Loss Per Share

9 Months Ended

Sep. 30, 2017

Note 14 —Loss Per Share

The following table sets forth basic and diluted net loss per share - as reported and net loss per share attributable to common stockholders for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Numerator
Net loss - as reported	$	(5,129,318	)	$	(1,928,722	)	$	(10,389,113	)	$	(3,940,337	)
Series A Convertible Preferred Stock undeclared and accumulated dividends⁽¹⁾		(52,299	)		—			(130,010	)		—
Series A-1 Convertible Preferred Stock undeclared and accumulated dividends⁽²⁾		(6,196	)		—			(6,196	)		—
Deemed dividend Series A-1 Convertible Preferred Stock⁽³⁾		(182,500	)					(182,500	)		—
Net loss attributable to common stockholders⁽⁴⁾	$	(5,370,313	)	$	(1,928,722	)	$	(10,707,819	)	$	(3,940,337	)

Denominator
Weighted-average common shares outstanding		13,332,629			13,310,000			13,331,585			12,855,714

Loss per share
Basic and diluted⁽⁵⁾
- Net loss - as reported	$	(0.38	)	$	(0.14	)	$	(0.78	)	$	(0.31	)
- Net loss attributable to common stockholders	$	(0.40	)	$	(0.14	)	$	(0.80	)	$	(0.31	)

⁽¹⁾	The Series A Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s Board of Directors. The Series A Convertible Preferred Stock dividends from April 1, 2017 through April 1, 2021 are payable-in-kind (“PIK”) in additional shares of Series A Convertible Preferred Stock. The dividends may be settled, after April 1, 2021, at the election of the Company, through any combination of the issuance of additional Series A Convertible Preferred Stock, common shares, and /or cash payment. As of September 30, 2017, Series A Convertible Preferred Stock dividends totaling $130,010 or a payment-in-kind of 21,711 shares of Series A Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company’s Board of Directors had not declared such dividends payable, and, as such, the Company has not recognized a Series A Convertible Preferred Stock dividend payable liability as of September 30, 2017, and will not recognize such dividend payable liability until they are declared by the Company’s Board of Directors.

⁽²⁾	The Series A-1 Convertible Preferred Stock provides for dividends at an 8% annual rate, compounded quarterly, accumulate, and are payable in arrears upon being declared by our Board of Directors. The Series A-1 Convertible Preferred Stock dividends from October 1, 2017 through October 1, 2021 are payable-in-kind (“PIK”) in additional shares of Series A-1 Convertible Preferred Stock. The dividends may be settled, after October 1, 2021, at the election of the Company, through any combination of the issuance of additional Series A-1 Convertible Preferred Stock, common shares, and /or cash payment. As of September 30, 2017, Series A-1 Convertible Preferred Stock dividends totaling $6,196 or a payment-in-kind of 1,551 shares of Series A-1 Convertible Preferred Stock, were earned, accumulated, and in arrears, as the Company’s Board of Directors had not declared such dividends payable, and, as such, the Company has not recognized a Series A-1 Convertible Preferred Stock dividend payable liability as of September 30, 2017, and will not recognize such dividend payable liability until they are declared by the Company’s Board of Directors. .

⁽³⁾	The Series A-1 Preferred Stock Units cash proceeds allocated to the Series A-1 Convertible Preferred Stock resulted in an effective conversion price below the issue date fair value of the underlying shares of common stock, resulting in a $182,500 beneficial conversion feature, which was accounted for as an implied discount on the Series A-1 Convertible Preferred Stock. The Series A-1 Convertible Preferred Stock does not have a stated redemption date and was immediately convertible upon issuance, resulting in the full accretion of the beneficial conversion feature as a deemed dividend paid to the Series A-1 Convertible Preferred Stock on the Series A-1 Preferred Stock Units August 4, 2017 issue date.

⁽⁴⁾	The holders of the Series A Warrants and the Series A-1 Warrants have the same rights to receive dividends as the holders of common stock. As such, the Series A Warrants and Series A-1 Warrants are considered participating securities under the two-class method of calculating net loss per share. The Company has incurred net losses to-date, and as the holders of the Series A Warrants and the Series A-1 Warrants are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods indicated.

⁽⁴⁾	Basic net loss per share is calculated by dividing the loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. As the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share as the inclusion of incremental shares resulting from common stock equivalents would be anti-dilutive.

The following common stock equivalents have been excluded from the computation of diluted weighted average shares outstanding as their inclusion would be anti-dilutive:

	September 30,
	2017		2016
Stock Options		1,921,924		1,588,313
Unit purchase options as to shares of common stock		53,000		53,000
Unit purchase options as to shares underlying Series W Warrants		53,000		53,000
Series W Warrants⁽⁸⁾		10,567,845		10,620,295
Series A Convertible Preferred Stock⁽⁵⁾		422,838		—
Series A Warrants⁽⁶⁾		422,838		—
Series X Warrants⁽⁶⁾		—		—
Series A-1 Convertible Preferred Stock⁽⁷⁾		125,000		—
Series A-1 Warrants⁽⁸⁾		125,000		—
Series X-1 Warrants⁽⁸⁾		—		—
Series S Warrants		2,660,000		—
Total		16,351,445		12,314,608

⁽⁵⁾	The 422,838 shares of Series A Convertible Preferred Stock, at the election of the holder, if-converted into a number of shares of common stock at a conversion ratio equal to its $6.00 per share stated value divided by a conversion price of $4.99 per share, with such conversion price subject to further reduction, would result in 508,422 incremental shares of newly-issued common stock at September 30, 2017.

⁽⁶⁾	The 422,838 Series A Warrants, at the election of the holder, may be exchanged for four Series X Warrants under the terms of the Series A Warrant agreement. The Series X Warrants issued in exchange for the Series A Warrants are exercisable commencing on the first trading day following October 31, 2018, and are therefore not exercisable for shares of common stock at September 30, 2017, and would not result in common stock equivalent incremental shares for purposes of diluted weighted average shares outstanding at such date. At September 30, 2017, no Series A Warrants had been exchanged for Series X Warrants.

⁽⁷⁾	The 125,000 shares of Series A-1 Convertible Preferred Stock, at the election of the holder, if-converted into a number of shares of common stock at a conversion ratio equal to its $4.00 per share stated value divided by a conversion price of $4.00 per share, with such conversion price not subject to further adjustment, would result in 125,000 incremental shares of newly-issued common stock at September 30, 2017.

⁽⁸⁾	The 125,000 Series A-1 Warrants, at the election of the holder, may be exchanged for five Series W Warrants or four Series X-1 Warrants under the terms of the Series A-1 Warrant agreement. The Series W Warrants issued in exchange for the Series A-1 Warrants would be exercisable upon their issuance. The Series X-1 Warrants issued upon the exchange of the Series A-1 Warrants are exercisable commencing on the first trading day following October 31, 2018, and are therefore not exercisable for shares of common stock at September 30, 2017, and would not result in common stock equivalent incremental shares for purposes of diluted weighted average shares outstanding at such date. At September 30, 2017, no Series A-1 Warrants had been exchanged for Series W Warrants or Series X1 Warrants.