| STOCKHOLDERS' EQUITY |
NOTE 10 – STOCKHOLDERS' EQUITY
Warrants
There were warrants to purchase a total of 16,175,611 shares of common stock outstanding at December 31, 2011. All warrants were exercisable at December 31, 2011. The warrants had various exercise prices and terms as follows:
| |
|
Warrants |
|
|
Exercise |
|
Expiration |
Summary of Warrants |
|
Outstanding |
|
|
Price |
|
Date |
2011 November private placement (a) |
|
|
2,144,656 |
|
|
$ |
1.67 |
|
5/10&30/14 |
2011 November private placement (a) |
|
|
2,144,656 |
|
|
|
2.00 |
|
11/10&30/16 |
2011 November placement agent warrants (a) |
|
|
36,893 |
|
|
1.67&2.00 |
|
11/10&30/16 |
2011 investor relations advisor (b) |
|
|
12,500 |
|
|
|
2.30 |
|
4/15/14 |
2010 December registered direct offering (c) |
|
|
930,664 |
|
|
$ |
3.06 |
|
12/14/15 |
2010 January registered direct offering (d) |
|
|
1,041,432 |
|
|
|
3.00 |
|
1/26/15 |
2010 January placement agent warrants (d) |
|
|
125,109 |
|
|
|
3.75 |
|
1/26/15 |
2010 investor relations advisor (e) |
|
|
60,000 |
|
|
|
2.16 |
|
10/01/13 |
2010 investor relations advisor (f) |
|
|
55,000 |
|
|
|
2.63 |
|
10/14/13 |
2009 investor relations advisor (g) |
|
|
25,000 |
|
|
|
3.50 |
|
11/4/14 |
2009 investor relations advisor (h) |
|
|
30,000 |
|
|
|
3.45 |
|
9/15/12 |
2009 business consultant (i) |
|
|
60,000 |
|
|
|
2.07 |
|
7/23/14 |
2009 investor relations advisor (j) |
|
|
50,000 |
|
|
|
6.00 |
|
8/27/12 |
2008 preferred stock offering (k) |
|
|
499,584 |
|
|
|
2.55 |
|
2/24/14 |
2008 Somanta accounts payable (l) |
|
|
246,753 |
|
|
|
3.50 |
|
1/04/14 |
2008 warrants assumed on acquisition (m) |
|
|
191,668 |
|
|
|
18.55-23.19 |
|
1/31/12 |
2008 investor relations advisor (n) |
|
|
50,000 |
|
|
|
3.15 |
|
1/03/13 |
2008 investor relations advisor (o) |
|
|
40,000 |
|
|
|
3.00 |
|
9/01/13 |
2008 scientific consultant (p) |
|
|
200,000 |
|
|
|
3.15 |
|
1/04/12 |
2007 preferred stock offering (q) |
|
|
3,649,880 |
|
|
|
2.55 |
|
11/10/13 |
2006 convertible note (r) |
|
|
3,818,180 |
|
|
|
1.32 |
|
2/16/12 |
2006 convertible note (r) |
|
|
386,364 |
|
|
|
1.32 |
|
10/24/12 |
2006 convertible note (r) |
|
|
377,272 |
|
|
|
1.32 |
|
12/06/12 |
Total |
|
|
16,175,611 |
|
|
|
|
|
|
a) |
In connection with a private placement offering on November 10 and 30, 2011, warrants to purchase 2,144,656 shares of common stock at $1.67 per share were issued. All of the warrants are exercisable immediately and expire two and one half years from the date of issue. |
In connection with a private placement offering on November 10 and 30, 2011, additional warrants to purchase 2,144,656 shares of common stock at $2.00 per share were issued. All of the warrants are exercisable immediately and expire five years from the date of issue.
Also in connection with a private placement offering on November 10 and 30, 2011, placement agent warrants to purchase 18,447 shares of common stock at $1.67 per share were issued. Also in connection with a private placement offering on November 10 and 30, 2011, placement agent warrants to purchase 18,446 shares of common stock at $2.00 per share were issued. All the placement agent warrants are exercisable immediately and expire five years from the date of issue.
b) |
During 2011, an investor relations advisor received warrants to purchase 12,500 shares of common stock at an exercise price of $2.30 per share at any time until April 15, 2014, for investor relations consulting services rendered in 2011. The expense recorded for the year ended December 31, 2011 was $17,000. |
c) |
In connection with a registered direct offering on December 14, 2010, warrants to purchase 930,664 shares of common stock at $3.06 per share were issued. All of the warrants are exercisable immediately and expire five years from the date of issue. |
d) |
In connection with a registered direct offering on January 26, 2010, warrants to purchase 1,041,432 shares of common stock at $3.00 per share were issued. All of the warrants are exercisable immediately and expire five years from the date of issue. |
In addition, we issued warrants for placement agent fees to purchase 125,109 shares of our common stock at an exercise price of $3.75 per share. All of the warrants are exercisable immediately and expire five years from the date of issue. The fair value of the warrants was $2.19 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 2.38%, expected volatility 119% and a term of 5 years.
e) |
During 2010, an investor relations advisor received warrants to purchase 194,000 shares of common stock at an exercise price of $2.16 per share at any time until October 1, 2013, for investor relations consulting services rendered in 2010 and 2011. The expense recorded for the year ended December 31, 2010 was $55,000. Our common stock did not reach a target price by February 28, 2011 and according to the agreement 134,000 warrants expired. Warrants to purchase 60,000 shares of common stock are outstanding at December 31, 2011. |
f) |
During 2010, an investor relations advisor received warrants to purchase 55,000 shares of common stock at an exercise price of $2.63 per share at any time until October 14, 2013, for investor relations consulting services rendered in 2010. The warrants did not vest and expired January 31, 2011. No expense was recorded. |
g) |
During 2010, an investor relations advisor received warrants to purchase 25,000 shares of common stock at an exercise price of $3.50 per share at any time until November 4, 2014, for investor relations consulting services rendered in 2010. |
h) |
During 2009, an investor relations advisor received warrants to purchase 30,000 shares of common stock at an exercise price of $3.45 per share at any time until September 15, 2012, for investor relations consulting services rendered from October 2009 through March 2010. The expense recorded for the year ended December 31, 2010 was $19,000. |
i) |
During 2009, a business consultant received warrants to purchase 150,000 shares of common stock at an exercise price of $2.07 per share at any time until July 23, 2014, for business consulting services rendered in 2009. 60,000 of the warrants were exercisable on December 31, 2011. The remaining 90,000 warrants expired July 23, 2010 because our stock did not reach specified trading prices. |
j) |
During 2009, an investor relations advisor received warrants to purchase 50,000 shares of common stock at an exercise price of $6.00 per share at any time until August 27, 2012, for investor relations consulting services rendered in 2009. All 50,000 of the warrants were exercisable at December 31, 2009. The fair value of the warrants was $2.04 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 1.58%, expected volatility 119% and a term of 3 years. |
k) |
In connection with the preferred stock offering in February 2008, warrants to purchase a total of 499,584 shares of common stock were issued. All of the warrants are exercisable immediately and expire six years from date of issue. The fair value of the warrants was $2.29 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 2.75%, expected volatility 110% and a term of 6 years. The exercise price of $3.50 was decreased to $3.00 after the January 2010 placement and to $2.55 after the December 2010 placement and to $1.45 after the November 2011 placement. |
l) |
In connection with our acquisition of Somanta Pharmaceuticals, Inc. (Somanta) we exchanged for $1,576,000 due to Somanta vendors, for 538,508 shares of our common stock and warrants to purchase 246,753 shares of common stock at $3.50. The warrants expire January 4, 2014. |
m) |
We assumed two warrants in the Somanta acquisition with warrants in the aggregate to purchase 191,668 shares of common stock: |
-Warrant #1 – 31,943 shares of our common stock at $18.55 per share and expires January 31, 2012.
|
-Warrant #2 – 159,725 shares of our common stock at $23.19 per share and expires January 31, 2012. |
n) |
During 2008, an investor relations advisor received warrants to purchase 50,000 shares of common stock at an exercise price of $3.15 per share at any time until January 3, 2013, for investor relations consulting services rendered in 2008. 25,000 of the warrants were exercisable on July 3, 2008 and 25,000 of the warrants were exercisable January 3, 2009. |
o) |
During 2008, an investor relations advisor received warrants to purchase 40,000 shares of common stock at an exercise price of $3.00 per share at any time until September 1, 2013, for investor relations consulting services. All of the warrants are exercisable. The fair value of the warrants was $2.61 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 2.37%, expected volatility 132% and a term of 5 years. |
p) |
During 2008, a director who is also a scientific advisor received warrants to purchase 200,000 shares of common stock at an exercise price of $3.15 per share at any time until January 4, 2012, for scientific consulting services rendered in 2008. The warrants vest over two years in 50,000 share blocks with vesting on July 4, 2008, January 4, 2009, July 4, 2009 and January 4, 2010. |
q) |
In connection with the preferred stock offering in November 2007, warrants to purchase a total of 3,649,880 shares of common stock were issued. All of the warrants are exercisable immediately and expire six years from date of issue. The fair value of the warrants was $2.50 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 3.84%, expected volatility 114% and a term of 6 years. The exercise price of $3.50 was decreased to $3.00 after the January 2010 placement and to $2.55 after the December 2010 placement and to $1.45 after the November 2011 placement. |
r) |
In connection with the convertible note offerings in 2006, warrants to purchase a total of 4,581,816 shares of common stock at $1.32 per share were issued. All of the warrants are exercisable immediately and expire six years from date of issue. On February 10, 2012 these warrants were extended an additional three years. |
2010 Registered Direct Offerings – New Common Stock and Warrants
On January 26, 2010, we completed the sale of 2,083,000 shares of our common stock and warrants to purchase 1,041,000 shares of our common stock at an exercise price of $3.00 per share for an aggregate purchase price of $6.3 million. Proceeds, net of cash issuance costs from the sale, were $5.8 million.
In connection with the sale we issued warrants for placement agent fees to purchase a total of 125,109 shares of our common stock at an exercise price of $3.75 per share. All of the warrants are exercisable immediately and expire five years from the date of issue. The fair value of the warrants was $2.19 per share on the date of grant using the Black-Scholes pricing model with the following assumptions: expected yield 0.0%, risk-free interest rate 2.38%, expected volatility 119% and an expected term of 5 years.
On December 14, 2010, we completed the sale of 3,102,000 shares of our common stock at $2.55 per share and warrants to purchase 931,000 shares of our common stock at an exercise price of $3.06 per share for an aggregate purchase price of $7.9 million. Proceeds, net of cash issuance costs from the sale, were $7.3 million.
2011 Private Placement Offering – New Commn Stock and Warrants
On November 10 and 30, 2011, we completed the sale of 4,289,312 shares of our common stock and two and one half year warrants to purchase 2,144,656 shares of our common stock at an exercise price of $1.67 per share and five year warrants to purchase 2,144,656 shares of our common stock at an exercise price of $2.00 per share for an aggregate purchase price of $6.2 million. Proceeds, net of cash issuance costs from the sale, were $5.8 million.
In connection with the sale we issued warrants for placement agent fees to purchase 18,447 shares of common stock at $1.67 per share and 18,446 shares of common stock at $2.00 per share. All of the warrants are exercisable immediately and expire five years from the date of issue.
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