Stockholders' Equity and Common Stock Purchase Warrants (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
|---|
| Equity [Abstract] |
|
| Schedule of Convertible Preferred Stock, Common Stock and Warrants Issued and Outstanding |
| Shares of Common Stock Issued and Outstanding |
|
|
|
| Issued and outstanding as of December 31, 2017 |
|
|
14,551,234 |
|
| Equity Subscription Rights Offering |
|
|
9,000,000 |
|
| Underwritten public offering |
|
|
2,649,818 |
|
| Repayment of debt - Senior Secured Note |
|
|
600,000 |
|
| Series W Warrant exercises |
|
|
34,345 |
|
| Series S Warrant exercises |
|
|
274,257 |
|
| Series B Convertible Preferred Stock conversion |
|
|
33,325 |
|
| Issued and outstanding as of December 31, 2018 |
|
|
27,142,979 |
|
| |
|
|
|
|
| Issued and outstanding as of December 31, 2016 |
|
|
13,330,811 |
|
| Series W Warrant exercises |
|
|
12,250 |
|
| Series S Warrant exercises |
|
|
1,186,080 |
|
| Series A Convertible Preferred Stock conversion |
|
|
22,093 |
|
| Issued and outstanding as of December 31, 2017 |
|
|
14,551,234 |
|
|
| Schedule of Outstanding Warrants to Purchase Common Stock |
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 |
| |
|
December 31, 2018 |
|
|
Weighted Average Exercise
Price /Share
|
|
|
December 31, 2017 |
|
|
Weighted Average Exercise Price |
|
|
Expiration
Date
|
| Equity classified warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series Z Warrants |
|
|
16,815,039 |
|
|
$ |
1.60 |
|
|
|
— |
|
|
$ |
— |
|
|
April 2024 |
| UPO - Series Z Warrants |
|
|
53,000 |
|
|
$ |
1.60 |
|
|
|
— |
|
|
$ |
— |
|
|
January 2022 |
| Series W Warrants |
|
|
381,818 |
|
|
$ |
5.00 |
|
|
|
10,567,845 |
|
|
$ |
5.00 |
|
|
January 2022 |
| UPO - Series W Warrants |
|
|
— |
|
|
$ |
— |
|
|
|
53,000 |
|
|
$ |
5.00 |
|
|
January 2022 |
| Series S Warrants |
|
|
1,199,383 |
|
|
$ |
0.01 |
|
|
|
1,473,640 |
|
|
$ |
0.01 |
|
|
June 2032 |
| Series A-1 Warrants |
|
|
— |
|
|
$ |
— |
|
|
|
279,837 |
|
|
$ |
6.67 |
|
|
April 2024 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liability classified warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Series A Warrants |
|
|
— |
|
|
$ |
— |
|
|
|
268,001 |
|
|
$ |
6.61 |
|
|
April 2024 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
18,449,240 |
|
|
$ |
1.57 |
|
|
|
12,642,323 |
|
|
$ |
4.49 |
|
|
|
|
| Schedule of Estimated Fair Value of Warrant Modification |
Fair Value Assumptions - June 1, 2018
Series Z Warrant Exercise Price Adjustment
|
|
Immediately After Modification |
|
|
Immediately Before Modification |
|
| Calculated aggregate estimated fair value |
|
$ |
3,477,692 |
|
|
$ |
2,336,697 |
|
| Series Z Warrants - issued and outstanding - June 1, 2018 |
|
|
7,815,039 |
|
|
|
7,815,039 |
|
| Value of common stock per share |
|
$ |
1.00 |
|
|
$ |
1.00 |
|
| Exercise price per share - Series Z Warrant |
|
$ |
1.60 |
|
|
$ |
3.00 |
|
| Expected term - years |
|
|
5.9 |
|
|
|
5.9 |
|
| Volatility |
|
|
58 |
% |
|
|
58 |
% |
| Risk free interest rate |
|
|
2.8 |
% |
|
|
2.8 |
% |
| Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
| |
|
Series A-1 Amendment No. 1 |
|
| |
|
Series A-1 Warrants Modification |
|
| |
|
Fair Value - October 18, 2017 |
|
| |
|
Immediately |
|
|
Immediately |
|
| Fair Value Assumptions - October 18, 2017 |
|
After |
|
|
Before |
|
| Series A-1 Warrant Agreement - Amendment No. 1 |
|
Modification |
|
|
Modification |
|
| Calculated aggregate estimated fair value |
|
$ |
1,531,000 |
|
|
$ |
1,309,000 |
|
| Series A-1 Warrants - issued and outstanding - October 18, 2017 |
|
|
125,000 |
|
|
|
125,000 |
|
| Value of common stock per share |
|
$ |
5.40 |
|
|
$ |
5.40 |
|
| Exercise price per share - Series W Warrant |
|
$ |
5.00 |
|
|
|
— |
|
| Exercise price per share - Series X Warrant |
|
$ |
— |
|
|
$ |
6.00 |
|
| Expected term - years |
|
|
4.3 |
|
|
$ |
6.5 |
|
| Volatility |
|
|
55 |
% |
|
|
52 |
% |
| Risk free interest rate |
|
|
1.9 |
% |
|
|
2.1 |
% |
| Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
| Schedule of Estimated Fair Values for Series Z and Series W Warrants |
Fair Value Assumptions
April 5, 2018 Exchange Date
|
|
Series Z Warrants |
|
|
Series W Warrants |
|
| Calculated aggregate estimated fair value |
|
$ |
3,304,377 |
|
|
$ |
2,537,921 |
|
| Series Z Warrants issued-upon-exchange |
|
|
5,075,849 |
|
|
|
— |
|
| Series W Warrants extinguished-upon-exchange |
|
|
— |
|
|
|
10,151,682 |
|
| Value of common stock |
|
$ |
1.66 |
|
|
$ |
1.66 |
|
| Exercise price per share |
|
$ |
3.00 |
|
|
$ |
5.00 |
|
| Expected term (years) |
|
|
2.7 |
|
|
|
3.8 |
|
| Volatility |
|
|
55 |
% |
|
|
55 |
% |
| Risk free rate |
|
|
2.7 |
% |
|
|
2.5 |
% |
| Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
| Schedule of Estimated Fair Values for Unit Purchase Options |
|
Fair Value Assumptions
August 22, 2018 UPO Exchange Offer Exchange
Date
|
|
UPO-Z |
|
|
UPO-W |
|
| Calculated aggregate estimated fair value |
|
$ |
3,180 |
|
|
$ |
1,060 |
|
| UPO-Z issued-upon-exchange /UPO-W extinguished-upon-exchange |
|
|
53,000 |
|
|
|
53,000 |
|
| Value of common stock |
|
$ |
1.38 |
|
|
$ |
1.38 |
|
| Value of Series Z Warrant /Series W Warrants |
|
$ |
0.53 |
|
|
$ |
0.05 |
|
| Exercise price per unit - UPO-Z /UPO-W |
|
$ |
5.50 |
|
|
$ |
5.50 |
|
| Expected term (years) |
|
|
2.4 |
|
|
|
2.4 |
|
| Volatility |
|
|
42 |
% |
|
|
42 |
% |
| Risk free rate |
|
|
2.6 |
% |
|
|
2.6 |
% |
| Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
| Schedule of Noncontrolling Interest |
The noncontrolling interest
(“NCI”) included as a component of consolidated total stockholders’ equity for the periods indicated is as follows:
| |
|
Year Ended
December 31, 2018
|
|
| NCI - equity (deficit) - beginning of period |
|
$ |
— |
|
| Investment in majority-owned subsidiary |
|
|
1,812 |
|
| Payment of share Subscription Receivable |
|
|
— |
|
| Net loss attributable to NCI |
|
|
(204,072 |
) |
| Increase in additional paid-in capital of Lucid Diagnostics Inc. - stock-based compensation - Lucid Diagnostics Inc 2018 Equity Plan |
|
|
40,748 |
|
| NCI - equity (deficit) - end of period |
|
$ |
(161,512 |
) |
|