Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity and Common Stock Purchase Warrants

v3.19.2
Stockholders' Equity and Common Stock Purchase Warrants
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Stockholders' Equity and Common Stock Purchase Warrants

Note 13 — Stockholders’ Equity and Common Stock Purchase Warrants

 

Common Stock

 

As of June 30, 2019 the Company is authorized to issue up to 100.0 million shares of common stock, par value of $0.001 per share. There were 34,139,220 and 27,142,979 shares of common stock issued and outstanding as of June 30, 2019 and December 31, 2018, respectively, summarized as follows:

 

Shares of Common Stock Issued and Outstanding      
Issued and outstanding as of December 31, 2018     27,142,979  
Registered offerings     5,480,000  
Senior Secured Convertible Note conversion     1,516,241  
Issued and outstanding as of June 30, 2019     34,139,220  

 

During the six months ended June 30, 2019, a total of 5,480,000 shares of common stock of the Company were issued in registered offerings, including 4,950,000 shares issued under common stock share subscription agreements entered into with individual investors and 530,000 shares issued under a placement agency agreement, resulting in total proceeds of $5,480,000, before placement agent fees and legal fees of $101,098.
   
During the six months ended June 30, 2019, 1,516,241 shares of common stock of the Company were issued upon (partial) conversions of the Senior Secured Convertible Note. See Note 11, Debt, for further information with respect to the Senior Secured Convertible Note, including the issue of shares of common stock of the Company.

 

Subsequent to June 30, 2019, through August 12, 2019, an additional 921,929 shares of common stock of the Company were issued upon (partial) conversions of the Senior Secured Convertible Note. See Note 11, Debt, for further information with respect to the Senior Secured Convertible Note, including the issue of shares of common stock of the Company.

 

Common Stock Purchase Warrants

 

The following table summarizes outstanding warrants to purchase common stock of the Company at the dates indicated:

 

    Common Stock Purchase Warrants Issued and Outstanding at
          Weighted           Weighted      
          Average           Average      
    June 30,     Exercise     December 31,     Exercise     Expiration
    2019     Price /Share     2018     Price     Date
Equity classified warrants                                    
Series Z Warrants     16,815,039     $ 1.60       16,815,039     $ 1.60     April 2024
UPO - Series Z Warrants     53,000     $ 1.60       53,000     $ 1.60     January 2022
Series W Warrants     381,818     $ 5.00       381,818     $ 5.00     January 2022
Series S Warrants     1,199,383     $ 0.01       1,199,383     $ 0.01     June 2032
Total     18,449,240     $ 1.57       18,449,240     $ 1.57      

 

Noncontrolling Interest

 

The noncontrolling interest (“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows:

 

    Six Months        
    Ended     Year Ended  
    June 30,     December 31,  
    2019     2018  
NCI - equity (deficit) - beginning of period   $ (161,512 )   $  
Investment in majority-owned subsidiary           1,812  
Net loss attributable to NCI     (314,273 )     (204,072 )
Lucid Diagnostics Inc. 2018 Equity Plan - stock-based compensation     133,058       40,748  
NCI - equity (deficit) - end of period   $ (342,727 )   $ (161, 512 )

 

The noncontrolling interest presented above is with respect to Lucid Diagnostics Inc., a majority-owned subsidiary of PAVmed Inc., formed in May 2018 in connection with the “CWRU License Agreement”. As of June 30, 2019 and December 31, 2018, there were 10.0 million shares of common stock of Lucid Diagnostics Inc. issued and outstanding, of which PAVmed Inc. holds a 81.875% majority-interest ownership and has a controlling financial interest, with the remaining 18.125% minority-interest ownership held by CWRU and each of the three physician inventors of the of the intellectual property and proprietary technologies underlying the CWRU License Agreement. Accordingly, a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity, along with the recognition of a net loss attributable to the NCI.

 

See Note 7, Agreements Related to Acquired Intellectual Property Rights, for a discussion of the CWRU License Agreement, and Note 10, Stock-Based Compensation, for further information with respect to the Lucid Diagnostics Inc. 2018 Equity Plan.