Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2014
Equity [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
4. STOCKHOLDERS’ EQUITY
 
August 2014 Underwritten Offering
 
On August 20, 2014, the Company completed an underwritten public offering of 3,583,333 shares of its common stock and warrants to purchase 3,833,333 shares of its common stock at an exercise price of $4.68 per share, expiring on August 20, 2019 (the “August 2014 Underwritten Offering”). The offering price was $3.75 per common share and $.01 per warrant and resulted in gross proceeds of $13,475,832 and net proceeds of $11,877,143 after deducting transaction costs. The underwriter received a weighted average discount of approximately 6.4 percent on the underwritten securities. The underwriting discount, along with other legal and accounting costs associated with the offering, including those previously included as deferred issuance costs, totaling $1,598,689, was recorded as a reduction of the gross proceeds received. The underwriter also received warrants to purchase 96,988 shares of common stock at an exercise price of $4.6875 as compensation pursuant to the underwriting agreement. The fair value of the underwriter warrants was approximately $275,000 at issuance and had no impact on stockholders’ equity. The Company used the Black-Scholes option pricing model to value the warrants issued to the underwriter and applied assumptions that considered, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants. Assumptions used were generally consistent with those disclosed for stock-based compensation (see Note 7).
 
The warrant exercise price for all warrants issued as part of the August 2014 Underwritten Offering and the common stock issuable pursuant to such warrants is subject to adjustment only for stock dividends, stock splits and similar capital reorganizations so that the rights of the warrant holders after such events will be equivalent to the rights of the warrant holders prior to such events. As discussed in Note 1A above, since the warrants have a certain type of cash settlement feature, the Company has determined that these warrants should be classified as a derivative liability.
 
In conjunction with the August 2014 Underwritten Offering, the Company’s common stock and the warrants issued in the offering were listed on the NASDAQ Capital Market under the ticker symbols CLRB and CLRBW, respectively.
 
August 2014 Debenture Tender and Exchange
 
In conjunction with the August 2014 Underwritten Offering, all of the debenture holders elected to participate in the offering of common stock and warrants at the combined offering price of $3.76 per share. As a result, the $4,000,000 principal amount of debentures and accrued interest of $172,444 was extinguished in exchange for 1,109,690 shares of the Company’s common stock and warrants to purchase 1,109,690 shares of common stock at $4.68 per share.
 
Common Stock Warrants
 
The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2014.
 
Offering
 
Number of Shares
Issuable Upon
Exercise of
Outstanding
Warrants
 
Exercise
Price
 
Expiration Date
 
 
 
 
 
 
 
 
 
 
 
August 2014 Public Offering (1)
 
 
5,040,011
 
$
4.68
 
August 20, 2019
 
February 2013 Public Offering (1)
 
 
550,000
 
 
3.75
 
February 20, 2018
 
February 2013 Public Offering – Placement Agents
 
 
38,496
 
 
12.50
 
February 4, 2018
 
November 2012 Private Placement
 
 
50,000
 
 
25.00
 
November 2, 2017
 
June 2012 Public Offering
 
 
149,069
 
 
25.00
 
June 13, 2017
 
December 2011 Underwritten Offering
 
 
462,411
 
 
12.00
 
December 6, 2016
 
April 2011 Private Placement
 
 
302,922
 
 
15.00
 
March 31, 2016
 
Legacy warrants (1)
 
 
1,365
 
 
3.75
 
July 27, 2015
 
Legacy warrants
 
 
5,252
 
 
321.30
 
July 27, 2015
 
Legacy warrants
 
 
4,570
 
 
1,989.00 - 2019.60
 
December 31, 2015
 
Total
 
 
6,604,096
 
 
 
 
 
 
 
 
 
(1)
These warrants have a certain type of cash settlement feature or their exercise prices or the number of shares for which the warrant may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 96,988 warrants issued in August 2014.