Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v2.4.1.9
Stockholders' Equity
 3 Months Ended
Mar. 31, 2015
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
Note 6 - Stockholders’ Equity
 
Authorized Capital
 
In January 2015, the Company completed its IPO on the TSX Venture Exchange. The Company sold 11,250,000 units at a price of $1.00 per unit, providing gross proceeds of $11,250,000. Concurrently with the IPO, the Company completed a previously-subscribed private placement of an additional 2,700,000 units for gross proceeds of $2,700,000, resulting in total gross proceeds of $13,950,000. After deducting the offering expenses, the Company received net proceeds of $12,953,484. All units consist of one share of CohBar's common stock and one-half of one common stock purchase warrant.  In the aggregate, a total of 13,950,000 shares of common stock and 6,975,000 warrants to purchase common stock were issued in connection with the IPO and concurrent private placement. Each whole warrant is exercisable to acquire one share of CohBar's common stock at a price of $2.00 per share at any time up to January 6, 2017, subject to CohBar's right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days. The Company also issued compensation options to its agent for the IPO exercisable for an aggregate of 786,696 units at a price of $1.00 per unit at any time prior to July 6, 2016.
 
In January 2015, the Company amended its Certificate of Incorporation to increase the total number of authorized shares of common stock. Following the amendment, the Company has authorized the issuance and sale of up to 80,000,000 shares of stock, consisting of 75,000,000 shares of common stock having a par value of $0.001 and 5,000,000 shares of Preferred Stock having a par value of $0.001 per share.   As of March 31, 2015, there were no shares of Preferred Stock outstanding and there were no declared but unpaid dividends or undeclared dividend arrearages on any shares of the Company’s capital stock.
 
In January 2015, the Company amended and restated the 2011 Equity Incentive Plan (the “2011 Plan”). The Amendment and Restatement increased the aggregate number of shares of its common stock that may be issued pursuant to stock awards under the plan. In accordance with the rules of the TSX Venture Exchange regarding equity incentive plans, the number of shares that can be reserved for issuance under the 2011 Plan is equal to 20% of the Company’s common stock outstanding at the completion of the offering. The total number of shares reserved for issuance after the completion of the IPO is 6,453,069.
 
Preferred Stock
 
Upon the completion of the IPO on January 6, 2015 each outstanding share of Series B Preferred Stock was automatically converted into one share of common stock. The Company converted 5,400,000 shares of Series B Preferred Stock into 5,400,000 shares of its common stock.
 
Stock Options
 
The Company has one incentive stock plan, the 2011 Plan, and has granted stock options to employees, non-employee directors and consultants from the 2011 Plan. Options granted under the Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Administrator at the time of grant. At March 31, 2015, 3,843,258 shares of the Company’s common stock were available for future issuance under the 2011 Plan.
 
The Company granted 127,532 stock options during the year ended December 31, 2014 which contained performance conditions that include (i) the optionee’s continuous service and (ii) completion of the Company’s initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended. The performance conditions were met during the three months ended March 31, 2015 and the options were valued. The options had an exercise price of $0.26 and a fair value of $0.87. The Company recognized an expense of $39,201 in the three months ended March 31, 2015 for the period from the grant date, October 31, 2013, to the end of the current quarter, March 31, 2015.
 
The Company recorded $145,514 and $362 of stock based compensation in the three months ended March 31, 2015 and 2014, respectively.
 
The following table represents stock option activity for the three months ended March 31, 2015:
 
 
 
 
 
 
 
 
 
Weighted Average
 
 
 
 
 
 
Stock Options
 
Exercise Price
 
Fair Value
 
Contractual
 
Aggregate
 
 
 
Outstanding
 
Exercisable
 
Outstanding
 
Exercisable
 
Vested
 
Life (Years)
 
Intrinsic Value
 
Balance – December 31, 2014
 
 
2,609,811
 
 
459,437
 
$
0.38
 
$
0.17
 
$
0.17
 
 
9.57
 
$
-
 
Granted
 
 
786,696
 
 
786,696
 
 
1.00
 
 
1.00
 
 
0.38
 
 
1.27
 
 
-
 
Exercised
 
 
(55,548)
 
 
(55,548)
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Cancelled
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Balance – March 31, 2015
 
 
3,340,959
 
 
1,360,374
 
$
0.62
 
$
0.31
 
$
0.31
 
 
7.55
 
$
2,458,311
 
 
The following table summarizes information on stock options outstanding and exercisable as of March 31, 2015:
 
 
 
 
 
 
 
Weighted
 
Weighted
 
 
 
Weighted
 
Exercise
 
Number
 
Average Remaining
 
Average
 
Number
 
Average
 
Price
 
Outstanding
 
Contractual Term
 
Exercise Price
 
Exercisable
 
Exercise Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
0.05
 
 
72,876
 
 
7.01
 
$
0.05
 
 
57,693
 
$
0.05
 
$
0.26
 
 
1,061,248
 
 
9.03
 
$
0.26
 
 
529,867
 
$
0.26
 
$
0.73
 
 
1,475,687
 
 
9.63
 
$
0.73
 
 
41,666
 
$
0.73
 
$
1.00
 
 
731,148
 
 
1.27
 
$
1.00
 
 
731,148
 
$
1.00
 
Totals
 
 
3,340,959
 
 
 
 
 
 
 
 
1,360,374
 
 
 
 
 
Agent’s Compensation Options
 
In connection with the closing of its IPO in January 2015 the Company issued 786,696 compensation options (“Compensation Options”) to the agents that took part in the offering. Each Compensation Option is exercisable for a unit consisting of one share of common stock and one-half of one common stock purchase warrant at an exercise price of $1.00 per unit. The Compensation Options expire on July 6, 2016. Each whole warrant issuable upon exercise of Compensation Options is exercisable to acquire one share of common stock at an exercise price of $2.00 per share at any time up to January 6, 2017, subject to the Company’s right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days. Because the Compensation Options are considered a cost of the IPO, the resulting value is recognized as both an increase and decrease to the equity section of the accompanying condensed balance sheets.
 
In March 2015, two agents that took part in the Company’s IPO exercised a total of 55,548 Compensation Options for cash proceeds of $55,548.
 
Warrants
 
During the three months ended March 31, 2015, the Company issued 7,002,774 common stock purchase warrants consisting of warrants included in the units sold in the IPO and concurrent private placement and issued on exercise of compensation options. The warrants are exercisable through January 6, 2017 at a price of $2.00 per share. The warrants are subject to the Company’s right to accelerate the expiration time of the warrants if at any time the volume-weighted average trading price of its common stock is equal to or exceeds $3.00 per share for twenty (20) consecutive trading days.
 
As of March 31, 2015, the Company has 7,936,391 warrants outstanding and exercisable to purchase common stock. Such warrants have a weighted average exercise price of $1.80, a weighted average remaining contractual life of 2.6 years and an aggregate intrinsic value of $1,038,575.