ALPHA-EN
CORPORATION
CONDENSED
BALANCE SHEETS
(in
thousands, except share and per share data)
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,064
|
|
|
$
|
562
|
|
Restricted
cash
|
|
|
15
|
|
|
|
15
|
|
Total
current assets
|
|
|
1,079
|
|
|
|
577
|
|
|
|
|
|
|
|
|
|
|
Long-term deposit
|
|
|
35
|
|
|
|
35
|
|
Property
and equipment, net
|
|
|
665
|
|
|
|
501
|
|
Total
assets
|
|
$
|
1,779
|
|
|
$
|
1,113
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT AND TEMPORARY EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
617
|
|
|
$
|
1,103
|
|
Advances
from related parties
|
|
|
36
|
|
|
|
308
|
|
Current
portion of deferred rent
|
|
|
9
|
|
|
|
-
|
|
Total current liabilities
|
|
|
662
|
|
|
|
1,411
|
|
|
|
|
|
|
|
|
|
|
Deferred
rent
|
|
|
109
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
771
|
|
|
|
1,411
|
|
|
|
|
|
|
|
|
|
|
Preferred stock par value $0.01: 5,000,000 shares
authorized; 4,105 shares and 1,935 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively;
aggregate liquidation preference of $4,105 and $1,935 as of September 30, 2018 and December 31, 2017, respectively
|
|
|
4,105
|
|
|
|
1,935
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
|
|
|
|
|
Class
B common stock no par value: 1,000,000 shares authorized; none issued or outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock par value
$0.01: 57,000,000 shares authorized; 39,044,589 shares and 33,350,506 shares issued and 38,329,839 shares and 32,635,756 shares
outstanding at September 30, 2018 and December 31, 2017, respectively
|
|
|
390
|
|
|
|
334
|
|
Additional
paid-in capital
|
|
|
21,301
|
|
|
|
18,482
|
|
Treasury stock at
cost: 714,750 shares as of September 30, 2018 and December 31, 2017
|
|
|
(69
|
)
|
|
|
(69
|
)
|
Accumulated
deficit
|
|
|
(24,719
|
)
|
|
|
(20,276
|
)
|
Stockholders’
deficit attributed to alpha-En Corporation stockholders
|
|
|
(3,097
|
)
|
|
|
(1,529
|
)
|
Non-controlling
interest
|
|
|
-
|
|
|
|
(704
|
)
|
Total
stockholders’ deficit
|
|
|
(3,097
|
)
|
|
|
(2,233
|
)
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT AND TEMPORARY EQUITY
|
|
$
|
1,779
|
|
|
$
|
1,113
|
|
See
notes to condensed financial statements.
ALPHA-EN
CORPORATION
CONDENSED
STATEMENTS OF OPERATIONS
(in
thousands, except share and per share data)
(Unaudited)
|
|
For
the Three Months Ended September 30,
|
|
|
For
the Nine Months Ended
September
30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$
|
1,213
|
|
|
$
|
1,751
|
|
|
$
|
3,396
|
|
|
$
|
3,188
|
|
Legal
and professional fees
|
|
|
103
|
|
|
|
135
|
|
|
|
364
|
|
|
|
390
|
|
Research
and development (includes stock based compensation of $(28) and $(245) for the three and nine months ended September 30, 2018,
and $243 and $783 for the three and nine months ended September 30, 2017, respectively. See Note 7)
|
|
|
372
|
|
|
|
473
|
|
|
|
837
|
|
|
|
1,093
|
|
Total
operating expenses
|
|
|
1,688
|
|
|
|
2,359
|
|
|
|
4,597
|
|
|
|
4,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
on extinguishment of accounts payable
|
|
|
-
|
|
|
|
(82
|
)
|
|
|
-
|
|
|
|
(82
|
)
|
Other
expenses
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
(2
|
)
|
|
|
-
|
|
Interest
income
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
Total
other loss
|
|
|
(1
|
)
|
|
|
(81
|
)
|
|
|
(1
|
)
|
|
|
(81
|
)
|
Net
loss
|
|
|
(1,689
|
)
|
|
|
(2,440
|
)
|
|
|
(4,598
|
)
|
|
|
(4,752
|
)
|
Less:
net loss attributable to non-controlling interest
|
|
|
-
|
|
|
|
(125
|
)
|
|
|
(155
|
)
|
|
|
(250
|
)
|
Net
loss attributable to controlling interest
|
|
|
(1,689
|
)
|
|
|
(2,315
|
)
|
|
|
(4,443
|
)
|
|
|
(4,502
|
)
|
Less: Dividends accrued
on preferred stock
|
|
|
(100
|
)
|
|
|
(46
|
)
|
|
|
(275
|
)
|
|
|
(68
|
)
|
Less: Deemed dividend
on Series A preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
(687
|
)
|
|
|
(649
|
)
|
Less:
Deemed dividend - beneficial conversion feature on preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
(956
|
)
|
|
|
(807
|
)
|
Net
loss attributable to alpha-En Corporation common stockholders
|
|
$
|
(1,789
|
)
|
|
$
|
(2,361
|
)
|
|
$
|
(6,361
|
)
|
|
$
|
(6,026
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
attributable to alpha-En Corporation common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.05
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
35,890,676
|
|
|
|
33,337,722
|
|
|
|
35,693,698
|
|
|
|
33,300,837
|
|
See
notes to condensed financial statements.
ALPHA-EN
CORPORATION
CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIT
(in
thousands, except share and per share data)
(Unaudited)
|
|
Common
Stock
|
|
|
Additional
Paid-In
|
|
|
Treasury
Stock
|
|
|
Accumulated
|
|
|
Noncontrolling
|
|
|
Total
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Shares
|
|
|
Amount
|
|
|
Deficit
|
|
|
Interest
|
|
|
Deficit
|
|
Balance
at December 31, 2017
|
|
|
33,350,506
|
|
|
$
|
334
|
|
|
$
|
18,482
|
|
|
|
714,750
|
|
|
$
|
(69
|
)
|
|
$
|
(20,276
|
)
|
|
$
|
(704
|
)
|
|
$
|
(2,233
|
)
|
Stock
based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
1,932
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,932
|
|
Shares
issued for acquiring ownership of subsidiary
|
|
|
3,018,190
|
|
|
|
30
|
|
|
|
(889
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
859
|
|
|
|
-
|
|
Issuance
of common stock for cash in a private placement
|
|
|
1,534,433
|
|
|
|
15
|
|
|
|
1,785
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,800
|
|
Preferred
stock converted to common stock
|
|
|
31,460
|
|
|
|
-
|
|
|
|
55
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
55
|
|
Options
exercised for cash
|
|
|
110,000
|
|
|
|
1
|
|
|
|
21
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22
|
|
Warrants
exercised for cash
|
|
|
1,000,000
|
|
|
|
10
|
|
|
|
190
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
200
|
|
Issuance
of warrants to purchase common stock associated with preferred stock offering
|
|
|
-
|
|
|
|
-
|
|
|
|
687
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
687
|
|
Deemed
dividend on Series A preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
(687
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(687
|
)
|
Beneficial
conversion feature of Series A preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
956
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
956
|
|
Deemed
dividends related to beneficial conversion feature of Series A preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
(956
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(956
|
)
|
Accrued
Series A dividends
|
|
|
-
|
|
|
|
-
|
|
|
|
(275
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(275
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,443
|
)
|
|
|
(155
|
)
|
|
|
(4,598
|
)
|
Balance
at September 30, 2018
|
|
|
39,044,589
|
|
|
$
|
390
|
|
|
$
|
21,301
|
|
|
|
714,750
|
|
|
$
|
(69
|
)
|
|
$
|
(24,719
|
)
|
|
$
|
-
|
|
|
$
|
(3,097
|
)
|
See
notes to condensed financial statements.
ALPHA-EN
CORPORATION
CONDENSED
STATEMENTS OF CASH FLOWS
(in
thousands)
(Unaudited)
|
|
For
the Nine Months Ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
Cash flows from operating
activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,598
|
)
|
|
$
|
(4,752
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to
net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
83
|
|
|
|
41
|
|
Stock-based compensation
|
|
|
1,932
|
|
|
|
2,706
|
|
Warrant issued for
services
|
|
|
-
|
|
|
|
249
|
|
Loss on extinguishment
of accounts payable
|
|
|
-
|
|
|
|
82
|
|
Changes in operating
assets and liabilities of business, net of acquisitions:
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
2
|
|
Accounts payable
and accrued expenses
|
|
|
(553
|
)
|
|
|
62
|
|
Deferred
rent
|
|
|
118
|
|
|
|
-
|
|
Net cash used in operating activities
|
|
|
(3,018
|
)
|
|
|
(1,610
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
|
|
|
Release of restricted cash and long
term deposit
|
|
|
-
|
|
|
|
100
|
|
Purchase of fixed
assets
|
|
|
(180
|
)
|
|
|
(25
|
)
|
Net cash (used in) provided by investing
activities
|
|
|
(180
|
)
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
|
|
Proceeds from issuance
of preferred stock and warrants
|
|
|
1,700
|
|
|
|
1,670
|
|
Proceeds from issuance
of common stock in a private placement
|
|
|
1,800
|
|
|
|
-
|
|
Options exercised
for cash
|
|
|
22
|
|
|
|
-
|
|
Warrants exercised
for cash
|
|
|
200
|
|
|
|
-
|
|
Advances from related
parties
|
|
|
-
|
|
|
|
150
|
|
Repayments
of advances from related parties
|
|
|
(22
|
)
|
|
|
(42
|
)
|
Net cash provided by financing activities
|
|
|
3,700
|
|
|
|
1,778
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
502
|
|
|
|
243
|
|
Cash and restricted
cash at beginning of period
|
|
|
562
|
|
|
|
442
|
|
Cash and restricted
cash at end of period
|
|
$
|
1,064
|
|
|
$
|
685
|
|
|
|
|
|
|
|
|
|
|
Non cash financing
and investing activities:
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature of Series A preferred stock
|
|
$
|
956
|
|
|
$
|
807
|
|
Deemed
dividends related to beneficial conversion feature of Series A preferred stock
|
|
$
|
(956
|
)
|
|
$
|
(807
|
)
|
Issuance
of warrants in preferred stock offering
|
|
$
|
687
|
|
|
$
|
649
|
|
Deemed
dividend on Series A preferred stock
|
|
$
|
(687
|
)
|
|
$
|
(649
|
)
|
Accrued
Series A dividends
|
|
$
|
(275
|
)
|
|
$
|
(68
|
)
|
Conversion
of advances from related parties to preferred stock
|
|
$
|
250
|
|
|
$
|
150
|
|
Common
stock and warrants issued for extinguishment of accounts payable
|
|
$
|
-
|
|
|
$
|
192
|
|
Preferred
stock converted to common stock
|
|
$
|
55
|
|
|
$
|
-
|
|
Purchases
of fixed assets in accounts payable
|
|
$
|
67
|
|
|
$
|
-
|
|
Forgiveness
of the lease payments
|
|
$
|
104
|
|
|
$
|
-
|
|
See
notes to condensed financial statements.
Note
1 - Organization and Operations
alpha-En
Corporation (the “Company”) was incorporated in Delaware on March 7, 1997.
Since
2008, the focus of the Company’s business has been developing new technologies for manufacturing highly pure lithium metal,
a raw material for use in lightweight, high energy density batteries, in an environmentally friendly manner for commercial purposes.
In 2013, the Company invented a new process for the production of highly pure lithium metal and associated products at room temperature.
The Company subsequently broadened its focus to develop products and processes derived from the Company’s new core proprietary
technology, including battery components and compounds of lithium.
Ownership
of Subsidiary
In
September 2014, alpha-En Corporation formed Clean Lithium Corporation (“CLC”) under the laws of New York State as
a wholly owned subsidiary with a nominal share capital of $100,000. From 2014 to 2016, the Company sold 9.05% or 905,000 of CLC’s
shares to minority equity holders. Effective as of June 14, 2018, the Company completed the purchase all of the outstanding shares
of CLC such that CLC became a wholly-owned subsidiary of the Company and was immediately thereafter merged with and into the Company,
with the Company surviving. In connection with this transaction, the former minority equity holders of CLC prior to the merger
received an aggregate total of 3,018,190 shares of common stock of the Company. The Company recorded the acquisition of CLC as
a capital transaction.
Amended
and Restated Certificate of Incorporation
On
March 29, 2017 the Board of Directors of the Company and a subset of the Company’s stockholders representing in excess of
75% of the Company’s currently issued and outstanding voting stock approved of the amendment and restatement of the Company’s
Certificate of Incorporation (the “Restated Certificate”) to make certain corporate governance updates and to increase
the authorized capital stock of the Company to 60,000,000 shares, of which 57,000,000 are shares of Common Stock, par value $0.01
per share, 1,000,000 are shares of Class B Common Stock, par value $0.01 per share and 2,000,000 are shares of preferred stock,
par value $0.01 per share. The Company filed a definitive information statement on Schedule 14C with the Securities and Exchange
Commission on June 1, 2017 describing the changes in the Restated Certificate. The Restated Certificate was filed with the Secretary
of State for the State of Delaware and became effective on June 30, 2017. On February 8, 2018 the Company filed with the Secretary
of State of the State of Delaware an amended and restated certificate of incorporation increasing the authorized number of preferred
shares designated as series A preferred from 2,000 to 5,000.
Note
2 - Going Concern and Liquidity
The
Company’s condensed financial statements have been prepared assuming that it will continue as a going concern, which contemplates
continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As
reflected in the condensed financial statements, the Company had an accumulated deficit of approximately $24.7 million at September
30, 2018, a net loss of approximately $4.6 million and approximately $3.0 million net cash used in operating activities for the
nine months ended September 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a
going concern.
The
Company is attempting to further develop the intellectual property associated with its technology; broaden its patent portfolio;
scale up its production of various products; and begin generating revenue; however, the Company’s cash position is not sufficient
to support its daily operations for the foreseeable future. The ability of the Company to continue as a going concern is dependent
upon its ability to raise additional funds by way of a public or private offering and its ability to further develop its technology
and generate sufficient revenue. While the Company believes in the viability of its technology and in its ability to raise additional
funds by way of a public or private offering, there can be no assurances to that effect.
The
condensed financial statements do not include any adjustments related to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a
going concern.
Note
3 - Significant and Critical Accounting Policies and Practices
Basis
of Presentation and Principles of Consolidation
On
June 14, 2018 the Company completed the purchase all of the outstanding shares of CLC such that CLC became a wholly-owned subsidiary
of the Company and was immediately thereafter merged with and into the Company, with the Company surviving. Accordingly, as of
June 14, 2018 the Company no longer has any subsidiaries consolidated in these financial statements.
For
the year ended December 31, 2017 and through June 14, 2018, the accompanying condensed consolidated financial statements include
the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary,
the Company records net loss attributable to non-controlling interests in its condensed consolidated statements of operations
equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.
The
condensed consolidated balance at December 31, 2017 was derived from audited annual financial statements but do not contain all
of the footnote disclosures from the annual financial statements. The unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect
all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are
necessary for a fair presentation of the results for the interim periods presented.
Certain
information in footnote disclosures normally included in the financial statements prepared in conformity with accounting principles
generally accepted in the United States of America have been condensed or omitted pursuant to the SEC rules and regulations for
interim reporting. The financial results for the periods presented may not be indicative of the full year’s results.
These
unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial
statements and the notes thereto for the fiscal year ended December 31, 2017 included in the Company’s Annual Report on
Form 10-K filed on April 2, 2018.
Use
of Estimates
The
Company’s condensed financial statements include certain amounts that are based on management’s best estimates and
judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets,
fair value used in estimating the value of warrants, stock-based compensation, accrued expenses and provisions for income taxes.
Due to the uncertainty inherent in such estimates, actual results may differ from these estimates.
Cash
As
of September 30, 2018 and December 31, 2017, substantially all of the Company’s cash was held by major financial institutions
and the balance at certain times may exceed the maximum amount insured by the Federal Deposits Insurance Corporation. However,
the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant
risks on such accounts.
Property
and Equipment
Lab
equipment, leasehold improvements and office equipment are recorded at cost and depreciated using the straight-line method over
the estimated useful life of each asset, generally three to seven years.
Impairment
of Long-Lived Assets
The
Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when
to perform an impairment review include significant underperformance of the business in relation to expectations, significant
negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review
is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected
to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized
when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The
impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value. There were no indicators
of impairment for long-lived assets during the nine months ended September 30, 2018.
Fair
Value of Preferred Stock
The
fair value of Preferred stock was estimated based upon equivalent common shares that Preferred Stock could have been converted
into at the closing price on the purchase date.
Convertible
Financial Instruments
The
Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial
instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks
of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host
contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured
at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings
as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative
instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under
applicable GAAP.
When
the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts
are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the
fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded
in the instrument. Deemed dividends are also recorded for the intrinsic value of conversion options embedded in preferred shares
based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and
the effective conversion price embedded in the preferred shares.
Research
and Development
Research
and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and
development activities are expensed when the activity has been performed or when the goods have been received rather than when
the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the
Company’s behalf will be expensed as services are rendered or when the milestone is achieved.
Research
and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related
expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products
and technology, payments made to third party contract research organizations, consultants, the cost of acquiring and manufacturing
research trial materials, and costs associated with regulatory filings, laboratory costs and other supplies.
In
accordance with ASC 730-10-25-1,
Research and Development
, costs incurred in obtaining technology licenses are charged
to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future
use. Certain licenses purchased by the Company require substantial completion of research and development and regulatory and marketing
approval efforts in order to reach commercial feasibility and have no alternative future use.
During
the nine months ended September 30, 2018, in addition to ongoing efforts at one major research university, the Company entered
into additional contracts with a national research lab and another major research university for additional work related to development
and scale-up of the Company’s processes. The Company also commenced research and development efforts at the Company’s
Yonkers lab facility.
Contingencies
The
Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency
when it is probable that a liability has been incurred and the amount can be reasonably estimated.
If
a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent
liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Stock-Based
Compensation
The
Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair
value of the awards. For stock-based compensation awards to non-employees, the Company remeasures the fair value of the non-employee
awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value
of these non-employee awards are recognized as compensation expense in the period of change.
The
Company estimates the fair value of stock options grants using the Black-Scholes option pricing model and the assumptions used
in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties
and the application of management’s judgment.
Income
Taxes
The
Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for
the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets
and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes
a valuation allowance if it is more likely than not that the deferred tax assets will not be recovered based on an evaluation
of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes
the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely
than not of being sustained upon audit, the Company does not recognize any portion of the benefit.
Loss
Per Share
Basic
loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number
of shares of common stock outstanding for the period. Diluted loss per share excludes the potential impact of common stock options,
convertible preferred stock and outstanding common stock purchase warrants because their effect would be anti-dilutive.
Securities
that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share
at September 30, 2018 and 2017 are as follows:
|
|
As
of September 30,
|
|
|
|
2018
|
|
|
2017
|
|
Warrants to purchase common
stock
|
|
|
4,719,292
|
|
|
|
4,744,292
|
|
Options to purchase common stock
|
|
|
16,024,000
|
|
|
|
8,880,000
|
|
Preferred stock
convertible into common stock
|
|
|
2,348,060
|
|
|
|
-
|
|
Total
|
|
|
23,091,352
|
|
|
|
13,624,292
|
|
Non-Controlling
Interests
Non-controlling
interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change
in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between
the controlling and non-controlling interests.
Recent
Accounting Pronouncements
The
Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not discussed below
were assessed and determined to be either not applicable or are expected to have minimal impact on our balance sheets or statements
of operations.
In
August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, “Fair Value Measurement (Topic
820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes
a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy
associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update.
The Company is still evaluating but does not expect the adoption of this guidance to have a material impact on its condensed Financial
Statements.
In
August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain
disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded
the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an
analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate
statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which
a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company plans
to adopt this change in Q1 2019.
In June 2018, the FASB issued
ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based
payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees
would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies
for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities,
the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning
after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. We are
still evaluating but expect the adoption of this pronouncement will eliminate significant fluctuation in stock based compensation
expensed in the past due to awards to non-employees.
In
July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and
Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement
of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily
Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting
for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments
(or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current
accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible
instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part
II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence
of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite
deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain
mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This
ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently
assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures.
In
May 2017, the FASB issued ASU 2017-09,
Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting
, (ASU
2017-09). ASU 2017-09 provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the
guidance in Topic 718, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 should
be applied prospectively to an award modified on or after the adoption date. This ASU is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2017. The Company adopted this ASU on January 1, 2018 and the adoption
did not have a material impact on the Company’s financial position or results of operations.
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13,
ASU 2018-10 and ASU 2018-11 (collectively, Topic 842). Topic 842 requires companies to generally recognize on the balance sheet
operating and financing lease liabilities and corresponding right-of-use assets. Topic 842 is effective for us in our first quarter
of fiscal 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of Topic 842
on our consolidated financial statements. We currently expect that most of our operating lease commitments (see MD&A for commitments)
will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon our adoption of
Topic 842, which will increase our total assets and total liabilities that we report relative to such amounts prior to adoption.
In
July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases which clarifies, corrects or consolidates
authoritative guidance issued in ASU 2016-02 and is effective upon adoption of ASU 2016-02. In July 2018, the FASB issued ASU
2018-11, Targeted Improvements, which provides an optional transition method that allows entities to elect to apply the standard
prospectively at its effective date, versus recasting the prior periods presented. If elected, an entity would recognize a cumulative
effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is still evaluating the method
of adopting the standard.
In
August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments,
which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain
cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal
years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the standard
as of January 1, 2018 and adoption did not have a material impact on its condensed statement of cash flows.
Note
4 - Property and Equipment
The
components of property and equipment as of September 30, 2018 and December 31, 2017, at cost are (dollars in
thousands):
|
|
Useful
Life (Years)
|
|
|
September
30, 2018
|
|
|
December
31, 2017
|
|
Lab equipment
|
|
|
3
|
|
|
$
|
415
|
|
|
$
|
173
|
|
Office furniture and equipment
|
|
|
3
|
|
|
|
31
|
|
|
|
31
|
|
Leasehold improvement
|
|
|
7
|
|
|
|
379
|
|
|
|
374
|
|
Gross property and equipment
|
|
|
|
|
|
|
825
|
|
|
|
578
|
|
Less: Accumulated
depreciation and amortization
|
|
|
|
|
|
|
(160
|
)
|
|
|
(77
|
)
|
Property and
equipment, net
|
|
|
|
|
|
$
|
665
|
|
|
$
|
501
|
|
The
Company’s depreciation and amortization expense for the three and nine months ended September 30, 2018 was $32,000 and $83,000,
and $24,000 and $41,000 for the three and nine months ended September 30, 2017, respectively.
Note
5 - Related Party Transactions
Advances
from Stockholders
From
time to time, stockholders of the Company advances funds to the Company for working capital purposes. Those advances are unsecured,
non-interest bearing and due on demand.
As
of September 30, 2018 and December 31, 2017, the outstanding amounts of the advances from related parties was approximately $36,000
and $308,000, respectively. During the nine months ended September 30, 2018, the Company repaid $15,000 in advances to Jerome
Feldman and $7,000 to Steven Fludder and $250,000 was converted into preferred stock. See Note 6 for more details on advances
converted to preferred stock.
Employment
Agreement with Chief Executive Officer
On
November 11, 2017, the Company appointed Sam Pitroda to serve as the Company’s new Chief Executive Officer. Since that time,
Mr. Pitroda has served as CEO without an employment agreement. The Company and Mr. Pitroda are in discussions to finalize the
terms of the employment agreement, although there can be no assurances that an agreement will be reached. On May 31, 2018, the
board of directors approved to grant Mr. Pitroda an option to purchase 7,000,000 shares of the Company’s common stock
at an exercise price of $2.08 per share. The option expires seven years from the option grant date. The stock subject to the option
will vest upon the earlier to occur of (1) the five-year anniversary of the option grant date or (2) the achievement of certain
stock price and volume milestones, which are as follows:
|
|
|
For
20 consecutive business
|
|
Total
option shares that
|
Common
stock price
|
|
|
days,
with average daily
|
|
become
vested on
satisfaction
|
closes
at or above
|
|
|
volumn
in excess of
|
|
of
conditions
|
$
|
3.00
|
|
|
20,000
|
|
2,000,000
(28.5%)
|
$
|
6.00
|
|
|
40,000
|
|
4,000,000
(51.7%)
|
$
|
11.00
|
|
|
60,000
|
|
7,000,000
(100.0%)
|
The
total fair value of this option award on the grant date was approximately $7.6 million. The fair value of the option award was
determined using the Black-Scholes model with the following assumptions: risk free interest rate – 2.7%, volatility –
78.0%, expected term – 4 years and dividends– N/A. The Company will amortize the option over its service period of
4.09 years which was derived from a Monte Carlo simulation. Stock-based compensation expense for this option recognized for the
three and nine months ended September 30, 2018 was $466,000 and $622,000, respectively.
On
September 1 2017, Steven Fludder, former CEO, resigned from the Company. On June 22, 2018, the Company vested 150,000 stock options
that would have been forfeited. The Company recorded additional stock compensation expense of $210,000 related to this stock option modification.
Note
6 - Temporary Equity
The
following table summarizes the Company’s Series A Preferred Stock activities for the nine months ended September 30, 2018
(dollars in thousands):
|
|
Series
A Preferred Stock
|
|
|
|
Shares
|
|
|
Amount
|
|
Total temporary equity as of December 31,
2017
|
|
|
1,935
|
|
|
$
|
1,935
|
|
Sale of Series A preferred stock
|
|
|
1,700
|
|
|
|
1,700
|
|
Conversion of advances into preferred
stock
|
|
|
250
|
|
|
|
250
|
|
Preferred stock converted to common
stock
|
|
|
(55
|
)
|
|
|
(55
|
)
|
Beneficial conversion feature of Series
A preferred stock
|
|
|
-
|
|
|
|
(956
|
)
|
Deemed dividends related to beneficial
conversion feature of Series A preferred stock
|
|
|
-
|
|
|
|
956
|
|
Accrued Series A dividends
|
|
|
275
|
|
|
|
275
|
|
Deemed dividend on Series A preferred
stock
|
|
|
-
|
|
|
|
687
|
|
Fair Value of
common stock warrant issued with Series A preferred stock
|
|
|
-
|
|
|
|
(687
|
)
|
Total temporary equity as of September
30, 2018
|
|
|
4,105
|
|
|
$
|
4,105
|
|
|
|
|
|
|
|
|
|
|
On
February 8, 2018, the Company entered into a preferred stock purchase agreement (“Stock Purchase Agreement”) with
several accredited and institutional investors, pursuant to which the Company agreed to issue and sell in a private placement
1,950 shares of Series A Preferred Stock, as well as 975,000 warrants to purchase the Company’s common stock, at a purchase
price of $1,000 per share, for total gross proceeds of $1.95 million (including previous advances from related parties). The warrants
have a 5-year term and an exercise price of $2.00. Steven M. Payne converted $100,000, Jerome I. Feldman converted $50,000 and
Jim Kilman through KielStrand Capital LLC converted $100,000 advances into preferred stock. Sam Pitroda through Pitroda Group
LLC invested $500,000 and the Company issued 500 Series A Preferred Stock and 250,000 warrants on the same terms as other accredited
and institutional investors.
The
Series A Preferred is entitled to accrue cumulative dividends at a rate equal to 10.0% simple interest per annum on the original
issue price of $1,000 per share (the “Original Issue Price”). Accrued dividends will be payable quarterly based on
a 365-day year and may be paid in cash or in additional shares of Series A Preferred. Each share of Series A Preferred is convertible
into 572 shares of Common Stock, subject to customary increases or decreases for stock splits, stock dividends recapitalizations
and the like, and may be converted to Common Stock at any time after issuance at the option of a holder. The Company will have
the right, at the Company’s option, to redeem all or a portion of the shares of Series A Preferred Stock at any time or
times after the one year anniversary of the Issuance Date of such Series A Preferred Stock, at a price per share (the “Redemption
Price”) equal to the sum of the following (without duplication): (a) the Original Issue Price, plus (b) any accrued but
unpaid Dividends. Upon any liquidation, dissolution or winding up of the Company, liquidation of the Company’s assets will
be made in the following order of priority: (a) first, payment or provision for payment of debts and other liabilities; (b) second,
payment to the holders of Series A Preferred an amount with respect to each share of Series A Preferred equal to the Original
Issue Price, plus any accrued but unpaid Dividends thereon; and (c) third, payment to the holders of Common Stock. Except as required
by applicable law or as set forth herein, the holders of shares of Series A Preferred Stock will vote together with the holders
of shares of Common Stock and not as a separate class. Each share of Series A Preferred Stock will have a number of votes equal
to the number of shares of Common Stock then issuable upon conversion of such share of Series A Preferred Stock.
The
Series A Preferred Stock is being classified as temporary equity because it has redemption features that are outside of the Company’s
control upon certain triggering events, such as a deemed liquidation event. A “Deemed Liquidation Event” is defined
in the Company’s Amended and Restated Certificate of Incorporation as a merger that results in a change in control or the
sale of substantially all the assets of the Company. In the case of a Deemed Liquidation Event, the assets of the Company will
be paid in order of liquidation preference to the holders of preferred and common stock. Because certain holders of the Series
A Preferred Stock constitute a majority of the Company’s Board of Directors, a potential Deemed Liquidation Event is considered
to be outside the control of the Company along with the call provision that can be exercised in one year, resulting in classification
of the Series A Preferred Stock as temporary equity.
The
Company has determined that the warrants should be accounted as a component of stockholders’ equity. On the issuance date,
the Company estimated the fair value of the warrants at $1.2 million using the Black-Scholes option pricing model using the following
primary assumptions: contractual term of 5.0 years, volatility rate of 74.8%, risk-free interest rate of 2.57% and expected dividend
rate of 0%. Based on the warrant’s relative fair value to the fair value of the Series A Preferred, approximately $687,000
of the $1.2 million of aggregate fair value was allocated to the warrants, creating a corresponding preferred stock discount in
the same amount.
Due
to the reduction of allocated proceeds to Series A Preferred, the effective conversion price was approximately $1.13 per share
creating a beneficial conversion feature of $956,000 which reduced the carrying value of the Series A Preferred. Since the conversion
option of the Series A Preferred was immediately exercisable, the beneficial conversion feature was immediately accreted to preferred
dividends, resulting in an increase in the carrying value of the Series A Preferred.
During
nine months ended September 30, 2018, there were 55 shares of preferred stock converted into 31,460 shares of common stock. As
of September 30, 2018, the dividends accrued and outstanding were $385,000 and reflected in carrying value of temporary equity.
Note
7 - Stockholders’ (Deficit) Equity
Common
Stock
On
March 21, 2018, the Company entered into a private placement offering with an investor and issued 826,446 shares of its common
stock for $1.0 million. In addition, the Company granted this investor the non-exclusive rights to distribute its product in China
for a period of two years. In connection with this private placement, the Company issued 41,322 shares of common stock to an investor
as a finder’s fee.
On
August 23, 2018, the Company entered into a private placement offering with three investors and issued 666,665 shares of its common
stock for $800,000.
Stock
Options
The
fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of
the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend
yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options
are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities
and Exchange Commission’s Staff Accounting Bulletin for “plain vanilla” options. The expected term for stock
options granted with performance and/or market conditions represents the period estimated by management by which the performance
conditions will be met. The Company obtained the risk-free interest rate from publicly available data published by the Federal
Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison
of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying
stock price’s daily logarithmic returns. The grant date fair value of stock options granted during the nine months ended
September 30, 2018 and 2017 was $8.4 million and $4.6 million, respectively. The fair value of options granted during the nine
months ended September 30, 2018 and 2017 were estimated using the following weighted-average assumptions:
|
|
For
the Nine Months Ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
Exercise price
|
|
$
|
2.05
|
|
|
$
|
1.85
|
|
Expected stock price volatility
|
|
|
78
|
%
|
|
|
79
|
%
|
Risk-free rate of interest
|
|
|
2.68
|
%
|
|
|
1.61
|
%
|
Term (years)
|
|
|
4.0
|
|
|
|
3.1
|
|
A
summary of option activity under the Company’s employee stock option plan for the nine months ended September 30, 2018 is
presented below:
|
|
Number
of Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Total
Intrinsic Value
|
|
|
Weighted
Average Remaining Contractual Life (in years)
|
|
Outstanding as of December 31, 2017
|
|
|
5,669,000
|
|
|
$
|
1.48
|
|
|
$
|
7,793,000
|
|
|
|
4.3
|
|
Employee options
granted
|
|
|
7,610,000
|
|
|
|
2.06
|
|
|
|
19,000
|
|
|
|
6.5
|
|
Exercised
|
|
|
(100,000
|
)
|
|
|
0.20
|
|
|
|
152,000
|
|
|
|
-
|
|
Expired
|
|
|
(250,000
|
)
|
|
|
0.10
|
|
|
|
443,000
|
|
|
|
-
|
|
Outstanding as of September 30,
2018
|
|
|
12,929,000
|
|
|
$
|
1.85
|
|
|
$
|
1,649,000
|
|
|
|
5.4
|
|
Options vested and expected to vest
as of September 30, 2018
|
|
|
12,929,000
|
|
|
$
|
1.85
|
|
|
$
|
1,649,000
|
|
|
|
5.4
|
|
Options vested and exercisable as of September 30, 2018
|
|
|
3,336,500
|
|
|
$
|
1.51
|
|
|
$
|
1,185,000
|
|
|
|
3.9
|
|
Estimated
future stock-based compensation expense relating to unvested employee stock options is approximately $8.3 million as of September
30, 2018 and will be amortized over 4.0 years.
A
summary of activity of options granted to non-employees for the nine months ended September 30, 2018 is presented below:
|
|
Number
of Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Total
Intrinsic Value
|
|
|
Weighted
Average Remaining Contractual Life (in years)
|
|
Outstanding as of December 31, 2017
|
|
|
3,205,000
|
|
|
$
|
0.40
|
|
|
$
|
7,847,000
|
|
|
|
2.4
|
|
Non-employee options
granted
|
|
|
200,000
|
|
|
|
1.64
|
|
|
|
22,000
|
|
|
|
4.0
|
|
Exercised
|
|
|
(10,000
|
)
|
|
|
0.20
|
|
|
|
22,000
|
|
|
|
-
|
|
Expired
|
|
|
(300,000
|
)
|
|
|
0.15
|
|
|
|
491,000
|
|
|
|
-
|
|
Outstanding as of September 30,
2018
|
|
|
3,095,000
|
|
|
$
|
0.51
|
|
|
$
|
3,767,000
|
|
|
|
2.0
|
|
Options vested and expected to vest
as of September 30, 2018
|
|
|
3,095,000
|
|
|
$
|
0.51
|
|
|
$
|
3,767,000
|
|
|
|
2.0
|
|
Options vested and exercisable as of September 30, 2018
|
|
|
2,582,500
|
|
|
$
|
0.47
|
|
|
$
|
3,223,000
|
|
|
|
1.9
|
|
Warrants
A
summary of the status of the Company’s outstanding warrants as of September 30, 2018 and changes during the nine months
then ended is presented below:
|
|
Number
of Warrants
|
|
|
Weighted
Average
Exercise Price
|
|
|
Total
Intrinsic Value
|
|
|
Weighted
Average Remaining Contractual Life (in years)
|
|
Outstanding as of December 31, 2017
|
|
|
4,744,292
|
|
|
$
|
1.24
|
|
|
$
|
7,884,000
|
|
|
|
3.6
|
|
Issued
|
|
|
975,000
|
|
|
|
2.00
|
|
|
|
-
|
|
|
|
4.4
|
|
Exercised
|
|
|
(1,000,000
|
)
|
|
|
0.20
|
|
|
|
1,680,000
|
|
|
|
-
|
|
Outstanding as of September 30,
2018
|
|
|
4,719,292
|
|
|
$
|
1.62
|
|
|
$
|
1,830,000
|
|
|
|
3.3
|
|
Warrants exercisable as of September 30, 2018
|
|
|
4,469,292
|
|
|
$
|
1.64
|
|
|
$
|
1,705,000
|
|
|
|
3.2
|
|
Stock-based
Compensation Expense
Stock-based
compensation expense for the nine months ended September 30, 2018 and 2017 was comprised of the following (dollars in thousands):
|
|
For
the Three Months Ended September 30,
|
|
|
For
the Nine Months Ended September 30,
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Employee stock option awards
|
|
$
|
862
|
|
|
$
|
1,367
|
|
|
$
|
2,250
|
|
|
$
|
1,723
|
|
Non-employee
option awards
|
|
|
(22
|
)
|
|
|
273
|
|
|
|
(318
|
)
|
|
|
983
|
|
Total compensation
expense
|
|
$
|
840
|
|
|
$
|
1,640
|
|
|
$
|
1,932
|
|
|
$
|
2,706
|
|