Note I - Preferred Stock and Warrants
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Preferred Stock [Text Block]
I.
Preferred Stock and Warrants
 
 
Authorized, Issued, and Outstanding Preferred Stock
 
In
April
2015,
the Company amended and restated its Certificate of Incorporation to decrease
the number of its authorized shares of preferred stock to
10,000,000
shares with a par value of
$0.0001
per share. As described in Note A, in
April
2015,
the Company completed an IPO of its common stock. Upon completion of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock were automatically converted or reclassified into an aggregate of
5,980,564
shares of the Company’s common stock. As of
December
31,
2016,
the Company had
10,000,000
shares of authorized and undesignated preferred stock, and did
not
have any preferred stock outstanding.
 
Preferred Stock Activity
 
The following table summarizes redeemable convertible preferred stock activity for the years ended
December
31,
2016,
2015
 and 
2014:
 
   
     Shares of
   
 
 
 
   
Series A
Preferred
 
Series B
Preferred
 
Series C
Preferred
 
Series D
Preferred
 
Series D-1
Preferred
 
Total
Balance, January 1, 2014    
9,704,215
     
6,220,000
     
18,557,408
     
     
     
34,481,623
 
Shares issued upon conversion of 2013 Convertible Notes    
     
     
     
5,332,348
     
     
5,332,348
 
Shares issued for financing fee to Deerfield    
     
     
     
1,923,077
     
     
1,923,077
 
Balance, December 31, 2014
   
9,704,215
     
6,220,000
     
18,557,408
     
7,255,425
     
     
41,737,048
 
Issuance of Series D-1 preferred stock
   
     
     
     
     
3,200,000
     
3,200,000
 
Exercise of Series D preferred warrants
   
     
     
     
3,205
     
     
3,205
 
Effect of reverse stock split    
 (8,410,377
   
 (5,390,766
   
 (16,083,286
   
 (6,290,844
   
 (2,784,416
   
 (38,959,689
Less: Conversion of preferred stock into common stock upon IPO    
 (1,293,838
   
 (829,234
   
 (2,474,122
   
 (967,786
   
 (415,584
   
 (5,980,564
Balance, December 31, 2015
   
     
     
     
     
     
 
Balance, December 31, 2016
   
     
     
     
     
     
 
 
Series D-
1
Redeemable Convertible Preferred Stock
 
In
February
2015,
the Company entered into a stock purchase
agreement with Cowen KP Investment LLC in which Cowen KP Investment LLC agreed to purchase and the Company agreed to sell
3,200,000
shares of the Company’s Series D-
1
redeemable convertible preferred stock for
$1.25
per share, or an aggregate of
$4.0
million. Upon completion of the IPO, these shares automatically converted into
415,584
shares of the Company’s common stock.
 
Warrants
 
As described in Note A, in
April
2015,
the Company completed an IPO of its common stock.
 Upon completion of the IPO, warrants to purchase
15,499,324
shares of Series D preferred stock were reclassified into warrants to purchase
2,066,543
shares of the Company’s common stock.
 
 
During
2013,
the Company issued
$3.8
million of convertible notes and the warrants (the
“2013
Warrants”) to purchase
1,079,453
shares of equity securities in a future financing meeting specified criteria (a “Qualified Financing”). The
2013
Warrants allow the holders to purchase shares of the same class and series of equity securities issued in the Qualified Financing for an exercise price equal to the per share price paid by the purchasers of such equity securities in the Qualified Financing. When the Company entered into the Deerfield Facility Agreement, the
2013
Warrants became warrants to purchase
1,079,453
shares of Series D preferred stock. Upon completion of the IPO, the
2013
Warrants automatically converted into warrants to purchase
143,466
shares of the Company’s common stock at an exercise price of
$5.85
per share. The
2013
Warrants, if unexercised, expire on the earlier of
June
2,
2019,
or upon a liquidation event.
 
On
June
2,
2014,
pursuant to the terms of the Deerfiel
d Facility Agreement, the Company issued the Deerfield Warrant to purchase
14,423,076
shares of Series D preferred stock (Note F). The Company recorded the fair value of the Deerfield Warrant as a debt discount and a warrant liability. The Deerfield Warrant, if unexercised, expires on the earlier of
June
2,
2024,
or upon a liquidation event. Upon completion of the IPO, the Deerfield Warrant automatically converted into a warrant to purchase
1,923,077
shares of the Company’s common stock at an exercise price of
$5.85
per share. The Company is amortizing the debt discount to interest expense over the term of the Deerfield Convertible Notes.
 
The Company determined that the
2013
Warrants and Deerfield Warrant should be recorded as a liabili
ty and stated at fair value at each reporting period upon inception. As stated above, upon completion of the IPO, the
2013
Warrants and the Deerfield Warrant automatically converted into warrants to purchase the Company’s common stock. The Company marked the
2013
Warrants to fair value and reclassified them to equity upon closing of the IPO. The Deerfield Warrant remains classified as a liability and is recorded at fair value at each reporting period since it can be settled in cash. Changes to the fair value of the warrant liability are recorded through the statements of operations as a fair value adjustment (Note L).