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CAPITAL STOCK
12 Months Ended
Sep. 30, 2020
CAPITAL STOCK  
CAPITAL STOCK

NOTE H – CAPITAL STOCK

On October 31, 2019, the Company filed a Certificate of Amendment of its Certificate of Incorporation with the Secretary of State of the State of Delaware that effected a one-for-forty (1:40) reverse stock split of its common stock, par value $.001 per share, effective November 1, 2019. All warrant, option, share, and per share information in the consolidated financial statements gives retroactive effect to the one-for-forty reverse stock split that was effected on November 1, 2019. On September 16, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware that reduced its authorized shares of common stock from 500,000,000 to 200,000,000.

Common Stock Transactions during the Fiscal Year Ended September 30, 2020:

On November 15, 2019, the Company closed an underwritten public offering (the “Offering”) in which, pursuant to the Underwriting Agreement dated November 13, 2019 by and between the Company and Maxim Group LLC (“Maxim”), as Representative of the Underwriters, the Company issued and sold 2,285,000 shares of the Company’s common stock and 2,285,000 accompanying warrants each with the right to purchase one share of common stock at an exercise price of $5.25 per share (the “Common Warrants”). The shares of common stock and accompanying Common Warrants were sold at a combined offering price of $5.25 before underwriting discounts. The common stock and the 2019 Warrants are collectively referred to herein as the “Securities.” As part of the Offering, the Company granted Maxim a 45-day  option to purchase an additional 342,750 shares of common stock and/or additional Common Warrants to purchase 342,750 shares of common stock (the “Option Warrants”, together with the 2019 Warrants, the “Warrants”) at the public offering price, less discounts and commissions, to cover any over-allotments made by the Underwriters in the sale and distribution of the Securities.

The exercise price and number of the shares of common stock issuable upon the exercise of the Common Warrant will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrant Agreement.

As a result of this financing, the exercise price of the 8,375 remaining warrants issued during December 2018 was reduced to an exercise price of $5.60 per share in accordance with the adjustment provision contained in the Warrant Agreement. The incremental change in fair value of these warrants as a result of the triggering event was $2,842.

During the fiscal year ended September 30, 2020, 1,649,786 of the 2019 Warrants were exercised, resulting in net proceeds to the Company of approximately $8.1 million.

Subsequent to September 30, 2020, an additional 518,551 warrants were exercised for total net proceeds, of approximately $2.6 million.

Common Stock Transactions during the Fiscal Year Ended September 30, 2019:

On August 22, 2019, the Company issued and sold 38,704 shares of common stock at a price of $10.80 per share for total gross proceeds of $418,000 to a group of accredited investors, including its chief executive officer, president and chairman of the board of directors, its chief information officer, and a 5% or greater stockholder. 

On December 21, 2018, the Company entered into an underwriting agreement (the “Agreement”) with Maxim , as the sole underwriter and book running manager, with respect to the issuance and sale of an aggregate of 137,500 shares (the “Shares”) of common stock, together with warrants to purchase an aggregate of 137,500 shares of common stock (the “Warrants”) at an exercise price equal to $20.00 per share of common stock (the “Exercise Price”) in an underwritten public offering. The public offering price for each Share together with the accompanying Warrant was $20.00. Pursuant to the Agreement, the Company also granted Maxim a 45-day option to purchase an additional 20,625 Shares and/or additional Warrants to purchase 20,625 Shares to cover any over-allotments made by the underwriters in the sale and distribution of the Shares and Warrants. The gross proceeds of the offering, before deducting underwriter discounts and commissions and other offering expenses, were $2,750,000. The offering closed on December 26, 2018. On December 26, 2018, Maxim partially exercised its overallotment option and purchased an additional 20,000 Warrants at a price of $0.0000004 per Warrant.

After deducting underwriting discounts and commissions and other expenses related to the offering, the aggregate net proceeds were approximately $2,262,000.

On January 25, 2019, the Company closed on the underwriters’ partial exercise of its over-allotment option for 12,500 shares of common stock for gross proceeds of $250,000. After deducting underwriting discounts and commissions and other expenses related to the over-allotment option, the aggregate net proceeds were approximately $201,000.

The total number of common stock and Warrants issued under this offering, including the exercise of the over-allotment option was 150,000 and 157,500, respectively. The gross proceeds to us were approximately $3.0 million and net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses was approximately $2.5 million.

The Warrants are immediately exercisable beginning on the date of issuance (the “Initial Exercise Date”). The Warrants will be exercisable for five years from the Initial Exercise Date, but not thereafter.

The Warrants include an adjustment provision that, subject to certain exceptions, reduces their exercise price if the Company issues common stock or common stock equivalents at a price lower than the then-current exercise price of the Warrants, subject to a minimum exercise price of $5.60 per share. The exercise price and number of the shares of the Company’s common stock issuable upon the exercise of the Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described therein. In addition, on or after any trading day 75 days after the closing date of the offering, if the daily volume weighted average price of the Company’s common stock fails to exceed the Exercise Price, the aggregate number of warrant shares issuable in a cashless exercise shall equal the product of (i) the aggregate number of warrant shares that would be issuable upon exercise of the Warrants if such exercise were by means of a cash exercise and (ii) 0.70. 

As a result of the 2019 private placement offering of the Company’s common stock, the exercise price of these warrants was reduced to $12.00 per share.  The incremental change in fair value of these warrants as a result of the triggering event was $78,785.  Subsequently, as a result of the underwritten public offering on November 15, 2019, the exercise price of these warrants was further reduced to $5.60 per share.

As a result of the Company’s stock price falling below $20.00,  143,252 warrants have been cashlessly exercised. These exercises resulted in the issuance of 100,617 shares of the Company’s common stock.

As a result of this financing, the exercise price of the 68,375 warrants issued during December 2017 was reduced to an exercise price of $17.60 per share in accordance with the adjustment provision contained in the warrant agreement. The incremental change in fair value of these warrants as a result of the triggering event was $281,042.