NOTE 5 – SALE OF COMMON STOCK

Lincoln Park transaction

On September 28, 2017, the Company entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from the Company up to $15,000,000 of its common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, the Company filed with the SEC a registration statement to register for resale under the Securities Act the shares that have been or may be issued to Lincoln Park under the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, at the time the Company signed the Purchase Agreement and the Registration Rights Agreement, the Company issued 73,039 shares of common stock to Lincoln Park as consideration for its commitment to purchase shares of its common stock under the Purchase Agreement. The commitment shares were valued at $300,000, recorded as an addition to equity for the issuance of the common stock and treated as a reduction to equity as a cost of capital to be raised under the Purchase Agreement.

As of December 31, 2017, the Company has sold an aggregate of 248,340 shares of common stock under the Purchase Agreement, for gross proceeds of approximately $1.1 million, at an average selling price of $4.56 per share.

April 2017 financing

In April 2017 pursuant to an underwritten public offering, the Company sold 2,070,000 shares of common stock at $4.45 per share yielding net proceeds of approximately $8.3 million, net of expenses of $0.9 million.

At-the-market offering

During the year ended December 31, 2017, the Company sold an aggregate of 1,486,474 shares of common stock using the at the market (“ATM”), resulting in net proceeds of $9.1 million, net of expenses of approximately $0.3 million of Cowen’s commission. With these sales, the Company sold all $15 million of shares under the 2016 Sales Agreement, and the 2016 Sales Agreement was terminated.

During the year ended December 31, 2016, the Company sold 500,889 shares of common stock using the ATM, resulting in net proceeds of $5.4 million, net of expenses of approximately $0.2 million of Cowen’s commission.

June 2016 public offering

In June 2016 pursuant to an underwritten public offering, the Company sold 500,000 shares of common stock at $20.00 per share yielding net proceeds of approximately $9.1 million, net of expenses of $0.9 million.

In July 2016, the Company sold 75,000 shares of common stock at $20.00 per share yielding net proceeds of approximately $1.4 million, net of expenses of $0.1 million, when the above underwriters fully exercised the over- allotment option.

October 2016 public offering

In October 2016 pursuant to an underwritten public offering, the Company sold 950,000 shares of common stock at $5.50 per share yielding net proceeds of approximately $4.6 million, net of expenses of $0.6 million. The underwriter also received warrants to purchase up to an aggregate of 47,361 shares of common stock. Additional warrants to acquire 71,250 shares of common stock for net proceeds of approximately $700 were received when the above underwriters fully exercised the over- allotment option.