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11. STOCKHOLDERS EQUITY
12 Months Ended
Sep. 30, 2014
Notes to Financial Statements  
11. STOCKHOLDERS' EQUITY

11. STOCKHOLDERS’ EQUITY

 

During the year ended September 30, 2014, 2,695,562 Series M, N and S warrants were exercised. The Company issued 2,668,508 shares of common stock and received $3,118,387 from the exercise of these warrants since 92,715 Series N warrants were exercised in a cashless exercise. During the year ended September 30, 2013, no warrants were exercised. During the year ended September 30, 2012, 650,000 Series O warrants issued in connection with a licensing agreement with Byron (Note 2), were exercised. The Company received $1,625,000 from the exercise of these warrants. Also during the year ended September 30, 2012, Series K and Series L warrants were exercised resulting in the issuance of 369,120 shares of common stock at prices ranging from $3.00 to $3.40. The Company received a total of $1,131,359 from the exercise of these warrants. The Company incurred direct financing fees of $91,820, which were charged to additional paid-in capital during the year ended September 30, 2012.

 

In October 2011, the Company sold 1,333,334 shares of its common stock, at a price per share of $3.00, in a registered direct offering to institutional investors, representing gross proceeds of $4.0 million. Investors also received Series F warrants to purchase up to 1,200,000 shares of the Company’s common stock at a purchase price of $4.00 at any time prior to October 6, 2014. The Company paid Chardan Capital Markets, LLC, the placement agent for this offering, a cash commission of $140,000, and issued 66,667 Series G warrants to Chardan. This financing triggered the reset provision from the August 2008 financing which resulted in the issuance of an additional 83,333 shares of common stock. The cost of additional shares issued was $250,000. This cost was recorded as a debit and a credit to additional paid-in capital and was deemed a dividend. On August 12, 2014, all outstanding Series G warrants expired. As of September 30, 2014, 1,200,000 Series F warrants and no Series G warrants remained outstanding. At September 30, 2014, the fair value of the outstanding Series F warrants was $0 (Note 2). On October 6, 2014, all of the Series F warrants expired.

 

In January 2012, the Company sold 1,600,000 shares of its common stock, at a price per share of $3.60, in a registered direct offering to institutional investors, representing gross proceeds of $5.76 million. Investors also received Series H warrants to purchase up to 1,200,000 shares of the Company’s common stock at a purchase price of $5.00 at any time prior to August 1, 2015. The Company paid Chardan Capital Markets, LLC, the placement agent for this offering, a cash commission of $403,200. The initial cost of the warrants was $2,400,000 and was recorded as a debit to additional paid-in capital and a credit to derivative liabilities. As of September 30, 2014, all of the Series H warrants remained outstanding, with a fair value of $12,000, which is shown on the Company’s balance sheet as a derivative liability (Note 2).

 

In June 2012, the Company sold 1,600,000 shares of its common stock, at a price per share of $3.50, in a registered direct offering to institutional investors, representing gross proceeds of $5.60 million. Investors also received Series Q warrants to purchase up to 1,200,000 shares of the Company’s common stock at a purchase price of $5.00 at any time prior to December 22, 2015. The Company paid Chardan Capital Markets, LLC, the placement agent for this offering, a cash commission of $448,000. The initial cost of the warrants was $2,160,000 and was recorded as a debit to additional paid-in capital and a credit to derivative liabilities. As of September 30, 2014, all of the Series Q warrants remained outstanding, with a fair value of $12,000, which is shown on the Company’s balance sheet as a derivative liability (Note 2).

 

In December 2012, the Company sold 3,500,000 shares of its common stock for $10,500,000, or $3.00 per share, in a registered direct offering. The investors in this offering also received Series R warrants which entitle the investors to purchase up to 2,625,000 shares of the Company’s common stock. The Series R warrants may be exercised at any time before December 7, 2016 at a price of $4.00 per share. The Company paid Chardan Capital Markets, LLC, the placement agent for this offering, a cash commission of $682,500. The initial cost of the warrants was $4,200,000 and was recorded as a debit to additional paid-in capital and a credit to derivative liabilities. As of September 30, 2014, all of the Series R warrants remained outstanding, with a fair value of $157,500, which is shown on the Company’s balance sheet as a derivative liability (Note 2).

 

On October 11, 2013, the Company closed a public offering of units of common stock and Series S warrants at a price of $1.00 per unit for net proceeds of $16,400,000, net of underwriting discounts and commissions. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock. The warrants are immediately exercisable and expire on October 11, 2018, and have an exercise price of $1.25. In November 2013, the underwriters purchased an additional 2,648,913 warrants pursuant to the overallotment option, for which the Company received net proceeds of $24,370.

 

On December 24, 2013, the Company closed a public offering of units of common stock and warrants at a price of $0.63 per unit for net proceeds of $2,790,000, net of underwriting discounts and commissions. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock. The warrants are immediately exercisable and expire on October 11, 2018, and have an exercise price of $1.25. The underwriters exercised the option for the full 10% overallotment, for which the Company received net proceeds of approximately $279,000.

 

The Company incurred $189,188 in offering costs related to the October and December 2013 offerings which were charged to additional paid-in capital and netted against the cash proceeds in the Statement of Cash Flows. As of September 30, 2014, 23,624,326 Series S warrants remained outstanding, with a fair value of $5,197,352, which is shown on the Company’s balance sheet as a derivative liability (Note 2).

 

The October and December 2013 financings triggered the reset provision from the August 2008 financing which resulted in the issuance of an additional 1,563,083 shares of common stock. The cost of additional shares issued was $1,117,447. This cost was recorded as a debit and a credit to additional paid-in capital and was deemed a dividend.

 

On April 17, 2014, the Company closed a public offering of units consisting of an aggregate of 7,128,229 shares of common stock and Series T warrants to purchase an aggregate of 1,782,057 shares of common stock. The units were sold at a price of $1.40 per unit. The common stock and warrants separated immediately. The warrants are immediately exercisable, expire on October 17, 2014, and have an exercise price of $1.58 per share. The Company received net proceeds of approximately $9,143,000, after deducting the underwriting commissions and offering expenses. The underwriters received 445,514 Series U warrants to purchase one share of common stock. The Series U warrants are exercisable beginning October 17, 2014, expire on October 17, 2017, and have an exercise price of $1.75. As of September 30, 2014, all of the Series T and U warrants remained outstanding, with a fair value of $0 and $120,289, respectively, which is shown on the Company’s balance sheet as a derivative liability (Note 2). On October 17, 2014, all of the Series T warrants expired.

 

During the year ended September 30, 2014, the Company issued 15,700,000 restricted shares from the Incentive Stock Bonus Plan to officers and employees. The shares are unvested and held in escrow. The shares will only be earned upon the achievement of certain milestones leading to the commercialization of the Company’s Multikine technology, or specified increases in the market price of the Company’s stock. If the performance or market criteria are not met as specified in the Incentive Stock Bonus Plan, all or a portion of the awarded shares will be forfeited. The fair value of the shares on the date of issuance was calculated by using the market value on the grant-date for issuances where the attainment of performance criteria is likely and using a Monte Carlo simulation for issuances where the attainment of performance criteria is uncertain. The total value of the shares, if earned, is calculated to be $8,662,502 and will be expensed over the requisite service period for each milestone. At September 30, 2014, the Company had unrecognized compensation expense of $7,184,548 relating to the restricted stock awards. None of these restricted shares were vested at September 30, 2014.