OPEXA THERAPEUTICS, INC., 10-K filed on 3/29/2013
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2012
Mar. 15, 2013
Jun. 29, 2012
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2012 
 
 
Document Fiscal Year Focus
2012 
 
 
Document Fiscal Period Focus
FY 
 
 
Trading Symbol
OPXA 
 
 
Entity Registrant Name
OPEXA THERAPEUTICS, INC. 
 
 
Entity Central Index Key
0001069308 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Filer Category
Smaller Reporting Company 
 
 
Entity Common Stock, Shares Outstanding
 
7,991,559 
 
Entity Public Float
 
 
$ 6,356,733 
CONSOLIDATED BALANCE SHEETS (USD $)
Dec. 31, 2012
Dec. 31, 2011
Current assets:
 
 
Cash and cash equivalents
$ 592,004 
$ 7,109,215 
Other current assets
1,077,546 
124,773 
Total current assets
1,669,550 
7,233,988 
Property & equipment, net of accumulated depreciation of $1,494,510 and $1,193,601, respectively
1,265,041 
1,029,236 
Restricted cash
1,000,000 
 
Deferred financing costs, net of amortization of $58,639 and $0, respectively
211,479 
 
Total assets
4,146,070 
8,263,224 
Current liabilities:
 
 
Accounts payable
412,096 
491,315 
Accrued expenses
473,879 
576,545 
Total current liabilities
885,975 
1,067,860 
Long term liabilities:
 
 
Total liabilities
1,262,738 
1,067,860 
Commitments and contingencies
   
   
Stockholders' equity:
 
 
Preferred stock, no par value, 10,000,000 shares authorized, none issued and outstanding
   
   
Common stock, $0.01 par value, 100,000,000 shares authorized, 6,249,369 and 5,762,028 shares issued and outstanding
62,494 
57,621 
Additional paid in capital
112,432,458 
107,818,530 
Deficit accumulated during the development stage
(109,611,620)
(100,680,787)
Total stockholders' equity
2,883,332 
7,195,364 
Total liabilities and stockholders' equity
4,146,070 
8,263,224 
Unrelated Party
 
 
Long term liabilities:
 
 
Convertible debt, net of unamortized discount
318,658 
 
Related Party Transactions
 
 
Long term liabilities:
 
 
Convertible debt, net of unamortized discount
$ 58,105 
 
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Dec. 31, 2012
Dec. 31, 2011
Property & equipment, accumulated depreciation
$ 1,494,510 
$ 1,193,601 
Deferred financing costs, amortization
58,639 
0 
Convertible debt, unamortized discount
3,708,237 
 
Preferred stock, no par value
   
   
Preferred stock, shares authorized
10,000,000 
10,000,000 
Preferred stock, shares issued
   
   
Preferred stock, shares outstanding
   
   
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
100,000,000 
100,000,000 
Common stock, shares issued
6,249,369 
5,762,028 
Common stock, shares outstanding
6,249,369 
5,762,028 
Unrelated Party
 
 
Convertible debt, unamortized discount
3,136,342 
0 
Related Party Transactions
 
 
Convertible debt, unamortized discount
$ 571,895 
$ 0 
CONSOLIDATED STATEMENTS OF EXPENSES (USD $)
12 Months Ended 119 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Research and development
$ 6,318,476 
$ 3,340,038 
$ 76,497,351 
General and administrative
2,508,541 
2,406,269 
30,117,616 
Depreciation
303,677 
210,252 
1,650,158 
Loss on disposal of fixed assets
3,097 
9,686 
513,345 
Operating loss
(9,133,791)
(5,966,245)
(108,778,470)
Interest income
280 
932 
1,358,697 
Other income and expense, net
 
 
661,146 
Gain on extinguishment of debt
 
 
1,612,440 
Gain on derivative instruments
552,978 
 
1,941,826 
Gain on sale of technology
 
 
3,000,000 
Interest expense
(350,300)
(3,135)
(9,407,259)
Net loss
$ (8,930,833)
$ (5,968,448)
$ (109,611,620)
Basic and diluted loss per share
$ (1.54)
$ (1.06)
 
Weighted average shares outstanding
5,785,372 
5,633,124 
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $)
11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended 11 Months Ended 12 Months Ended
Dec. 31, 2003
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2007
Dec. 31, 2006
Dec. 31, 2005
Dec. 31, 2004
Dec. 31, 2003
Cash
Dec. 31, 2012
Cash
Dec. 31, 2011
Cash
Dec. 31, 2009
Cash
Dec. 31, 2008
Cash
Dec. 31, 2006
Cash
Dec. 31, 2005
Cash
Dec. 31, 2004
Cash
Dec. 31, 2003
Beneficial Conversion Feature
Dec. 31, 2012
Beneficial Conversion Feature
Dec. 31, 2005
Beneficial Conversion Feature
Dec. 31, 2004
Beneficial Conversion Feature
Dec. 31, 2003
Warrants Attached to Debt
Dec. 31, 2009
Warrants Attached to Debt
Dec. 31, 2005
Warrants Attached to Debt
Dec. 31, 2004
Warrants Attached to Debt
Dec. 31, 2011
Services
Dec. 31, 2010
Services
Dec. 31, 2008
Services
Dec. 31, 2005
Services
Dec. 31, 2004
Services
Dec. 31, 2004
Reverse merger with Sportan
Dec. 31, 2009
Convertible debt
Dec. 31, 2005
Convertible debt
Dec. 31, 2004
Convertible debt
Dec. 31, 2006
Debt
Dec. 31, 2005
Debt
Dec. 31, 2009
Warrant Exercise Terms Subject to Antidilution Adjustment
Dec. 31, 2012
Repurchase Agreements
Dec. 31, 2012
Accrued Interest
Dec. 31, 2003
Common Stock
Dec. 31, 2010
Common Stock
Dec. 31, 2009
Common Stock
Dec. 31, 2004
Common Stock
Dec. 31, 2012
Common Stock
Dec. 31, 2011
Common Stock
Dec. 31, 2008
Common Stock
Dec. 31, 2007
Common Stock
Dec. 31, 2006
Common Stock
Dec. 31, 2005
Common Stock
Dec. 31, 2003
Common Stock
Cash
Dec. 31, 2012
Common Stock
Cash
Dec. 31, 2011
Common Stock
Cash
Dec. 31, 2009
Common Stock
Cash
Dec. 31, 2008
Common Stock
Cash
Dec. 31, 2006
Common Stock
Cash
Dec. 31, 2005
Common Stock
Cash
Dec. 31, 2004
Common Stock
Cash
Dec. 31, 2011
Common Stock
Services
Dec. 31, 2010
Common Stock
Services
Dec. 31, 2008
Common Stock
Services
Dec. 31, 2005
Common Stock
Services
Dec. 31, 2004
Common Stock
Services
Dec. 31, 2005
Common Stock
Licensing Agreements
Dec. 31, 2004
Common Stock
Licensing Agreements
Dec. 31, 2004
Common Stock
Reverse merger with Sportan
Dec. 31, 2005
Common Stock
Convertible debt
Dec. 31, 2004
Common Stock
Convertible debt
Dec. 31, 2006
Common Stock
Debt
Dec. 31, 2005
Common Stock
Debt
Dec. 31, 2010
Common Stock
Warrant Exercise Terms Subject to Antidilution Adjustment
Dec. 31, 2009
Common Stock
Warrant Exercise Terms Subject to Antidilution Adjustment
Dec. 31, 2012
Common Stock
Repurchase Agreements
Dec. 31, 2012
Common Stock
Accrued Interest
Dec. 31, 2003
Additional Paid in Capital
Dec. 31, 2012
Additional Paid in Capital
Dec. 31, 2011
Additional Paid in Capital
Dec. 31, 2010
Additional Paid in Capital
Dec. 31, 2009
Additional Paid in Capital
Dec. 31, 2008
Additional Paid in Capital
Dec. 31, 2007
Additional Paid in Capital
Dec. 31, 2006
Additional Paid in Capital
Dec. 31, 2005
Additional Paid in Capital
Dec. 31, 2004
Additional Paid in Capital
Dec. 31, 2003
Additional Paid in Capital
Cash
Dec. 31, 2012
Additional Paid in Capital
Cash
Dec. 31, 2011
Additional Paid in Capital
Cash
Dec. 31, 2009
Additional Paid in Capital
Cash
Dec. 31, 2008
Additional Paid in Capital
Cash
Dec. 31, 2006
Additional Paid in Capital
Cash
Dec. 31, 2005
Additional Paid in Capital
Cash
Dec. 31, 2004
Additional Paid in Capital
Cash
Dec. 31, 2003
Additional Paid in Capital
Beneficial Conversion Feature
Dec. 31, 2012
Additional Paid in Capital
Beneficial Conversion Feature
Dec. 31, 2005
Additional Paid in Capital
Beneficial Conversion Feature
Dec. 31, 2004
Additional Paid in Capital
Beneficial Conversion Feature
Dec. 31, 2003
Additional Paid in Capital
Warrants Attached to Debt
Dec. 31, 2009
Additional Paid in Capital
Warrants Attached to Debt
Dec. 31, 2005
Additional Paid in Capital
Warrants Attached to Debt
Dec. 31, 2004
Additional Paid in Capital
Warrants Attached to Debt
Dec. 31, 2011
Additional Paid in Capital
Services
Dec. 31, 2010
Additional Paid in Capital
Services
Dec. 31, 2008
Additional Paid in Capital
Services
Dec. 31, 2005
Additional Paid in Capital
Services
Dec. 31, 2004
Additional Paid in Capital
Services
Dec. 31, 2005
Additional Paid in Capital
Licensing Agreements
Dec. 31, 2004
Additional Paid in Capital
Licensing Agreements
Dec. 31, 2004
Additional Paid in Capital
Reverse merger with Sportan
Dec. 31, 2009
Additional Paid in Capital
Convertible debt
Dec. 31, 2005
Additional Paid in Capital
Convertible debt
Dec. 31, 2004
Additional Paid in Capital
Convertible debt
Dec. 31, 2006
Additional Paid in Capital
Debt
Dec. 31, 2005
Additional Paid in Capital
Debt
Dec. 31, 2010
Additional Paid in Capital
Warrant Exercise Terms Subject to Antidilution Adjustment
Dec. 31, 2009
Additional Paid in Capital
Warrant Exercise Terms Subject to Antidilution Adjustment
Dec. 31, 2012
Additional Paid in Capital
Repurchase Agreements
Dec. 31, 2012
Additional Paid in Capital
Accrued Interest
Dec. 31, 2003
Accumulated Deficit
Dec. 31, 2012
Accumulated Deficit
Dec. 31, 2011
Accumulated Deficit
Dec. 31, 2010
Accumulated Deficit
Dec. 31, 2009
Accumulated Deficit
Dec. 31, 2008
Accumulated Deficit
Dec. 31, 2007
Accumulated Deficit
Dec. 31, 2006
Accumulated Deficit
Dec. 31, 2005
Accumulated Deficit
Dec. 31, 2004
Accumulated Deficit
Cumulative effect of change in accounting principle
 
 
 
 
$ (220,835)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ (1,976,457)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,755,622 
 
 
 
 
 
Conversion of convertible notes (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
690,045 
 
15,187 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of convertible notes
 
 
 
1,380,091 
 
 
 
 
 
248,370 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,900 
 
7,594 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,373,191 
 
 
 
 
 
240,776 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Par value adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,500,117)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,500,117 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in derivative liability
 
1,761,657 
 
 
587,609 
 
6,656,676 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,761,657 
 
 
587,609 
 
10,658,496 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4,001,820)
 
 
 
Discount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,180 
1,497,634 
831,944 
855,849 
28,180 
37,453 
1,433,108 
1,848,502 
 
 
 
 
 
 
439,493 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,180 
1,497,634 
831,944 
855,849 
28,180 
37,453 
1,433,108 
1,848,502 
 
 
 
 
 
 
 
 
439,493 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued for:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Opexa (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
62,500 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Opexa
 
 
 
 
 
 
 
 
 
23,750,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31,250 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23,718,750 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of convertible notes (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
690,045 
 
15,187 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of convertible notes
 
 
 
1,380,091 
 
 
 
 
 
248,370 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,900 
 
7,594 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,373,191 
 
 
 
 
 
240,776 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
131,250 
267,610 
1,132,726 
637,500 
1,375,968 
1,150,000 
97,362 
562 
12,576 
13,750 
11,300 
6,000 
51,625 
7,298 
6,067 
24,934 
152,756 
4,025 
8,707 
575 
8,500 
154,991 
56,507 
163,224 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares issued
 
 
 
 
 
 
 
 
 
 
1,000 
333,970 
8,618,157 
4,689,165 
8,651,579 
21,153,519 
5,346,217 
9,000 
 
 
 
 
 
 
 
 
87,028 
64,350 
48,965 
1,012,400 
849,000 
(147,733)
 
7,649,446 
288,366 
180,000 
161,000 
1,074,935 
149,131 
185,683 
 
 
 
 
 
 
 
 
 
 
65,625 
2,676 
11,328 
6,375 
687,984 
575,000 
48,681 
281 
126 
138 
5,650 
3,000 
25,813 
3,649 
3,033 
12,467 
76,378 
2,012 
4,354 
288 
85 
1,550 
565 
1,632 
 
 
 
 
 
 
 
 
 
 
(64,625)
331,294 
8,606,829 
4,682,790 
7,963,595 
20,578,519 
5,297,536 
8,719 
 
 
 
 
 
 
 
 
86,902 
64,212 
43,315 
1,009,400 
823,187 
1,864,735 
424,042 
(160,200)
 
7,573,068 
286,354 
175,646 
160,712 
(85)
1,073,385 
148,566 
184,051 
 
 
 
 
 
 
 
 
 
 
Exercise of options (in shares)
 
 
 
36,284 
15,193 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35,380 
15,100 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of options
 
 
 
109,641 
63,604 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
354 
151 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
109,287 
63,453 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares cancelled (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares repurchased and cancelled (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(42,656)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of warrants for cash
 
 
 
 
 
603,850 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
603,850 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares cancelled
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares repurchased and cancelled
(325)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(21,328)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,003 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discount related to:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,180 
1,497,634 
831,944 
855,849 
28,180 
37,453 
1,433,108 
1,848,502 
 
 
 
 
 
 
439,493 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,180 
1,497,634 
831,944 
855,849 
28,180 
37,453 
1,433,108 
1,848,502 
 
 
 
 
 
 
 
 
439,493 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
690,726 
489,914 
508,550 
650,249 
1,901,570 
1,876,103 
2,749,617 
2,487,741 
123,333 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
690,726 
489,914 
508,550 
650,249 
1,901,570 
1,876,103 
2,749,617 
2,487,741 
123,333 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant Expense
 
 
 
 
 
 
845,275 
1,568,966 
2,373,888 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
845,275 
1,568,966 
2,373,888 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transition of warrants from equity instruments to liability instruments
 
 
 
 
 
 
 
 
(10,658,496)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(10,658,496)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
(126,003)
(8,930,833)
(5,968,448)
(5,469,067)
(1,433,922)
(11,852,152)
(14,667,367)
(12,649,170)
(14,856,724)
(31,411,736)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(126,003)
(8,930,833)
(5,968,448)
(5,469,067)
(1,433,922)
(11,852,152)
(14,667,367)
(12,649,170)
(14,856,724)
(31,411,736)
Ending Balances (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
88,594 
4,616,726 
3,869,051 
251,494 
6,249,369 
5,762,028 
3,061,460 
1,674,192 
1,674,192 
515,485 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balances
$ (68,968)
$ 2,883,332 
$ 7,195,364 
$ 3,968,713 
$ 7,375,148 
$ 1,487,397 
$ 2,133,585 
$ 7,422,898 
$ (5,580,034)
$ (3,228,942)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 44,297 
$ 46,167 
$ 38,690 
$ 125,747 
$ 62,494 
$ 57,621 
$ 1,530,731 
$ 837,097 
$ 837,097 
$ 257,743 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 12,738 
$ 112,432,458 
$ 107,818,530 
$ 98,634,885 
$ 96,579,730 
$ 89,521,638 
$ 79,009,308 
$ 65,629,434 
$ 40,556,686 
$ 28,183,050 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ (126,003)
$ (109,611,620)
$ (100,680,787)
$ (94,712,339)
$ (89,243,272)
$ (89,564,972)
$ (77,712,820)
$ (59,043,633)
$ (46,394,463)
$ (31,537,739)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2012
Share purchase agreement, value
$ 1.5 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended 119 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Cash flows from operating activities
 
 
 
Net loss
$ (8,930,833)
$ (5,968,448)
$ (109,611,620)
Adjustments to reconcile net loss to net cash used in operating activities
 
 
 
Stock payable for acquired research and development
 
 
112,440 
Stock issued for acquired research and development
 
 
26,286,589 
Stock issued for services
 
87,028 
2,061,743 
Stock issued for debt in excess of principal
 
 
109,070 
Amortization of discount on notes payable due to warrants and beneficial conversion feature
104,032 
 
6,856,730 
Gain on extinguishment of debt
 
 
(1,612,440)
Depreciation
303,677 
210,252 
1,650,158 
Amortization of debt financing costs
58,639 
 
583,017 
Option and warrant expense
690,726 
489,914 
16,265,933 
Gain on derivative instruments
(552,978)
 
(1,941,826)
Loss on disposal of fixed assets
3,097 
9,686 
513,345 
Changes in:
 
 
 
Other current assets
(611,607)
(39,248)
(1,153,053)
Accounts payable - third parties and related parties
(71,410)
(13,028)
(160,651)
Accrued expenses
83,018 
234,923 
605,238 
Net cash used in operating activities
(8,923,639)
(4,988,921)
(59,435,327)
Cash flows from investing activities
 
 
 
Purchase of property & equipment
(550,389)
(296,949)
(2,222,199)
Restricted cash
(1,000,000)
 
(1,000,000)
Net cash used in investing activities
(1,550,389)
(296,949)
(3,222,199)
Cash flows from financing activities
 
 
 
Common stock and warrants sold for cash, net of offering costs
381,309 
8,618,157 
49,453,797 
Common stock repurchased and canceled
 
 
(325)
Proceeds from exercise of warrants and options
 
 
1,248,588 
Proceeds from third party debt
3,455,000 
 
12,738,184 
Proceeds from related party debt
630,000 
 
630,000 
Deferred financing and offering costs
(509,492)
 
(509,492)
Repayments on loan payable
 
(35,607)
(311,222)
Net cash provided by financing activities
3,956,817 
8,582,550 
63,249,530 
Net change in cash and cash equivalents
(6,517,211)
3,296,680 
592,004 
Cash and cash equivalents at beginning of period
7,109,215 
3,812,535 
 
Cash and cash equivalents at end of period
592,004 
7,109,215 
592,004 
Cash paid for:
 
 
 
Income tax
   
   
   
Interest
1,946 
3,135 
155,109 
NON-CASH TRANSACTIONS
 
 
 
Issuance of common stock to Sportan shareholders
 
 
147,733 
Issuance of common stock for accrued interest
185,683 
 
789,287 
Issuance of warrants to placement agent
 
 
37,453 
Conversion of notes payable to common stock
 
 
7,709,980 
Conversion of accrued liabilities to common stock
 
 
197,176 
Conversion of accounts payable to note payable
 
 
93,364 
Discount on convertible notes relating to:
 
 
 
Warrants
2,314,635 
 
5,974,372 
Beneficial conversion feature
1,497,634 
 
3,303,153 
Stock attached to notes
 
 
1,287,440 
Fair value of derivative instrument
 
 
4,680,220 
Derivative reclassified to equity
1,761,657 
 
2,349,266 
Unpaid additions to property and equipment
7,812 
136,266 
144,078 
Amortization of deferred offering costs to paid-in capital
$ 47,339 
 
$ 47,339 
Shares issued as deferred offering costs
149,131 
 
149,131 
BUSINESS OVERVIEW AND SUMMARY OF ACCOUNTING POLICIES
BUSINESS OVERVIEW AND SUMMARY OF ACCOUNTING POLICIES
NOTE 1—BUSINESS OVERVIEW AND SUMMARY OF ACCOUNTING POLICIES
 
Description of Business.  Opexa Therapeutics, Inc. (“Opexa” or “the Company”) was initially incorporated as Sportan United Industries, Inc. (“Sportan”) in Texas in March 1991.  In June 2004, PharmaFrontiers Corp. (“PharmaFrontiers”) was acquired by Sportan in a transaction accounted for as a reverse acquisition. PharmaFrontiers’ stockholders were issued Sportan shares in exchange for all of the outstanding common shares of PharmaFrontiers. Concurrent with the transaction, Sportan changed its name to PharmaFrontiers. During its development stage as a biopharmaceutical company, PharmaFrontiers acquired the worldwide  exclusive license to a stem cell technology developed at Argonne National Laboratory, a U.S. Department of Energy Laboratory operated by the University of Chicago, in which adult multi-potent stem cells are derived from monocytes obtained from the patient’s own blood (the “Stem Cell License”). A patent application was filed in November 2003 with the United States Patent and Trade Office regarding the technology involved in the Stem Cell License. The initial focus for this technology is the further development of this monocyte-derived stem cell technology as a platform for the in vitro generation of highly specialized cells for potential application in autologous cell therapy for patients with diabetes mellitus (the “Diabetes Program”).
 
In October 2004, PharmaFrontiers acquired all of the outstanding stock of Opexa Pharmaceuticals, Inc. (“Opexa Pharmaceuticals”), a biopharmaceutical company that previously acquired the exclusive worldwide license from Baylor College of Medicine to an patient specific, autologous T-cell immunotherapy, Tcelna™ (formerly known as Tovaxin®), for the initial treatment of multiple sclerosis (MS). In June 2006, the Company changed its name to Opexa Therapeutics, Inc. from PharmaFrontiers Corp. and, in January 2007, Opexa Therapeutics, Inc., the parent, merged with its wholly owned subsidiary, Opexa Pharmaceuticals, Inc. with Opexa Therapeutics, Inc. being the surviving company.
 
In August 2009, Opexa entered into an exclusive agreement with Novartis Institutes for BioMedical Research, Inc. (“Novartis”) whereby Novartis acquired Opexa’s rights to the Stem Cell License and associated technology platform and had full responsibility for funding and carrying out all research, development and commercialization activities. Opexa received an upfront cash payment of $3 million at the time the agreement was entered into and subsequently received $0.5 million as a technology transfer fee milestone. In November 2011, Opexa re-acquired the stem cell assets from Novartis in consideration for releasing Novartis with respect to any further payment obligations owed to Opexa by Novartis.  In connection with the re-acquisition of the stem cell assets, a related license agreement with the University of Chicago was re-assigned to Opexa. Opexa and the University of Chicago entered into a Fourth Amended and Restated License Agreement in connection with such assignment to Opexa.
 
In September 2012, Opexa initiated a Phase IIb clinical trial of Tcelna in patients with secondary progressive MS (“SPMS”). Previously, in September 2008, the Company completed a Phase IIb clinical study of Tcelna in the relapsing-remitting MS (“RRMS”) indication.
 
Opexa operates in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration, or FDA, in the United States, by the European Medicines Agency, or EMA, in the E.U. and by comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain and may take many years and may involve expenditure of substantial resources.  Tcelna is in development stage and Opexa has not applied for a Biologics License Application (BLA) for Tcelna with the FDA nor a similar regulatory licensure in any other country, and thus Tcelna is not approved to be marketed in any country.
 
Development Stage Company. Opexa is considered to be in development stage and has had no commercial revenues to date.
 
Reverse Stock Split.  In June, 2006, Opexa effected a one-for-ten reverse stock split of its common stock.
 
On December 14, 2012, Opexa effected a one-for-four reverse stock split of its common stock (the "1:4 Reverse Stock Split") which decreased the number of common shares issued and outstanding from approximately 23.6 million shares to approximately 5.9 million shares as of December 14, 2012. The number of authorized shares of common stock and preferred stock remained the same following the 1:4 Reverse Stock Split.
 
Unless otherwise noted, impacted amounts included in the consolidated financial statements and notes thereto have been retroactively adjusted for the stock splits as if such stock splits occurred on the first day of the first period presented. Impacted amounts include shares of common stock issued and outstanding, shares underlying convertible promissory notes, warrants and stock options, shares reserved, conversion prices of convertible securities, exercise prices of warrants or options, and loss per share. There was no impact on preferred or common stock authorized resulting from the 1:4 Reverse Stock Split.
 
Principals of Consolidation.  The financial statements include the accounts of Opexa and its former wholly-owned subsidiary, Opexa Pharmaceuticals through December 31, 2006. All intercompany accounts and transactions have been eliminated.
 
The consolidated financial statements include the accounts of Opexa and its wholly owned subsidiary, Opexa Hong Kong Limited (“Opexa Hong Kong”). Opexa Hong Kong was formed in the Hong Kong Special Administrative Region during 2012 in order to facilitate potential development collaborations in the pan-Asian region.  Presently, Opexa Hong Kong has not entered into any agreements and has not recognized any revenues as of December 31, 2012. All intercompany transactions and balances between Opexa and Opexa Hong Kong are eliminated in consolidation.
 
Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Certain Risks and Concentrations. Opexa is exposed to risks associated with foreign currency transactions insofar as it has used U.S. dollars to fund Opexa Hong Kong’s bank account denominated in Hong Kong dollars.  As the net position of the unhedged Opexa Hong Kong bank account fluctuates, Opexa’s earnings may be negatively affected.  In addition, the reported carrying value of the Company’s Hong Kong dollar-denominated assets and liabilities that remain in Opexa Hong Kong will be affected by fluctuations in the value of the U.S. dollar as compared to the Hong Kong dollar. Opexa currently does not utilize forward exchange contracts or any type of hedging instruments to hedge foreign exchange risk as Opexa believes that its overall exposure is relatively limited.  As of December 31, 2012, Opexa Hong Kong reported cash and cash equivalents of $3,902 in converted U.S. dollars and does not have any reported liabilities in the consolidated balance sheets.
 
Cash and Cash Equivalents. For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less. The primary objectives for the fixed income investment portfolio are liquidity and safety of principal. Investments are made with the objective of achieving the highest rate of return consistent with these two objectives. Opexa’s investment policy limits investments to certain types of instruments issued by institutions primarily with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer.
 
Supplies Inventory.  Reagents and supplies that will be used to manufacture Tcelna and placebo product in Opexa’s Phase IIb clinical study are recorded as other current assets.  The inventory of these reagents and supplies are determined at the lower of cost or market value with cost determined under the first-in first-out (FIFO) method.
 
Long-lived Assets. Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.

Deferred costs.  Opexa incurs costs in connection with a debt or equity offering or in connection with the proceeds pursuant to an execution of a strategic agreement.  These costs are recorded as deferred offering or deferred financing costs in the consolidated balance sheets.  Such costs may consist of legal, accounting, underwriting fees and other related items incurred through the date of the debt or equity offering or the date of the execution of the strategic agreement.  Costs in connection with a debt offering are amortized to interest expense over the term of the note instrument.  Costs in connection with the execution of a strategic agreement in which an initial upfront payment is received are offset to the gain recognized in the Consolidated Statements of Expenses.  Additional paid in capital includes costs recorded as an offset to proceeds in connection with the completion of an equity offering.

Income Taxes. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. A valuation allowance is recorded to reduce the net deferred tax asset to zero because it is more likely than not that the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination.
 
Stock-Based Compensation. Opexa accounts for share-based awards issued to employees and non-employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting is over a 3-year period). Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.
 
Research and Development. Research and development expenses are expensed in the consolidated statements of expenses as incurred in accordance with FASB ASC 730, Research and Development.  Research and development expenses include salaries, related employee expenses, clinical trial expenses, research expenses, consulting fees, and laboratory costs. In instances in which the Company enters into agreements with third parties for research and development activities, Opexa may prepay fees for services at the initiation of the contract. Opexa records the prepayment as a prepaid asset in the consolidated balance sheets and amortizes the asset into research and development expense in the consolidated statements of operations over the period of time the contracted research and development services are performed.  Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon completion of milestones or deliverables. Opexa expenses the costs of licenses of patents and the prosecution of patents until the issuance of such patents and the commercialization of related products is reasonably assured. Research and development expense for the years ended December 31, 2012 and 2011 was $6,318,476 and $3,340,038, respectively.
 
Foreign Currency Translation and Transaction Gains and Losses.  Opexa records foreign currency translation adjustments and transaction gains and losses in accordance with FASB ASC 830, Foreign Currency Matters.  For the Company’s operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss, but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of stockholders' equity, except for intercompany transactions that are of a short-term nature with Opexa Hong Kong that are consolidated, combined or accounted for by the equity method in Opexa’s consolidated financial statements. Opexa Hong Kong has transactions in Hong Kong dollars. Opexa records transaction gains and losses in its consolidated statements of operations related to the recurring measurement and settlement of such transactions.  For the year ended December 31, 2012, Opexa did not record any gains and losses resulting from the translation of the functional currency into U.S. dollars and thus did not report any cumulative foreign currency translation adjustments in stockholders’ equity in the consolidated balance sheets.
 
Net Loss per Share.  Basic and diluted net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities.
 
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
NOTE 2—CASH AND CASH EQUIVALENTS

At December 31, 2012, Opexa invested approximately $24,500 in a money market fund investing exclusively in high-quality, short-term money market instruments consisting of U.S. government obligations and repurchase agreements collateralized by the U.S. Government. While this fund seeks current income while preserving capital and liquidity, the fund is subject to risk, including U.S. government obligations risk, and is not federally insured or guaranteed by or obligations of the Federal Deposit Insurance Corporation or any other agency. For the 12 months ended December 31, 2012, the money market fund recognized an average market yield of 0.01%.  Interest income of $280 was recognized for the year ended December 31, 2012 in the statements of expenses.
 
At December 31, 2011, Opexa invested approximately $7.0 million in a money market account with an average market yield of 0.01%. Interest income of $932 was recognized for the year ended December 31, 2011 in the statements of expenses.
 
Opexa issued a total of $4,085,000 in principal amount of convertible secured promissory notes to related parties and third parties on July 25, 2012 (see Note 6 and Note 7).  As part of the security interest granted by Opexa to the investors, $1.0 million of the proceeds are required to be maintained in an account subject to a deposit account control agreement while the notes are outstanding.  As of December 31, 2012, the $1.0 million balance in the controlled account is reported as restricted cash in the consolidated balance sheets. Subsequent to December 31, 2012, the restricted cash was reduced to $500,000 (see Note 14).
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS
NOTE 3—OTHER CURRENT ASSETS
 
Other current assets consisted of the following at December 31, 2012 and 2011:

Description
  
2012
    
2011
  
Supplies inventory
   $ 604,179     $ —  
Deferred offering costs
     341,166       —  
Prepaid expenses
     132,201       124,773  
    $ 1,077,546     $ 124,773  

Supplies inventory at December 31, 2012 includes reagents and supplies that will be used to manufacture Tcelna and placebo product in Opexa’s Phase IIb clinical study. Opexa expects to amortize these prepaid reagents and supplies to research and development costs in the consolidated statements of expenses over the course of the clinical study.

Deferred offering costs at December 31, 2012 include costs incurred from third parties in connection with the implementation of an at-the-market program (“ATM Agreement”) in September 2012 pursuant to which Opexa may sell shares of its common stock from time to time depending upon market demand through a sales agent in transactions deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933.  As of December 31, 2012, the costs of $101,972 in connection with the implementation of the ATM Agreement were capitalized and are included in other current assets in the consolidated balance sheets. Upon the sales of any shares of common stock under the ATM Agreement, the capitalized costs will be offset against the proceeds of such sales of shares of common stock.
 
Deferred offering costs at December 31, 2012 also include costs incurred from third parties in connection with the implementation of a $1.5 million Purchase Agreement and a $15 million Purchase Agreement (collectively, the “Purchase Agreements”) in November 2012 pursuant to which Opexa has the right to sell to Lincoln Park Capital Fund, LLC (“Lincoln Park”) an aggregate of up to $16.5 million in shares of its common stock, subject to certain conditions and limitations.  As of December 31, 2012, the remaining costs of $216,198 in connection with the implementation of the Purchase Agreements remained capitalized and are included in other current assets in the consolidated balance sheets.  Upon the sales of shares of common stock under the Purchase Agreements, the capitalized costs are offset against the proceeds of such sales of shares of common stock.

Deferred offering costs at December 31, 2012 also include costs incurred from third parties in connection with the Option and License Agreement entered into with Ares Trading SA (“Merck”), a wholly owned subsidiary of Merck Serono S.A., on February 4, 2013.  Under the terms of the Agreement, the Company received an upfront payment of $5 million on February 20, 2013.  As of December 31, 2012, the remaining costs of $22,996 in connection with the Option and License Agreement remained capitalized and are included in other current assets in the consolidated balance sheets.
 
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT
NOTE 4—PROPERTY AND EQUIPMENT
 
Property and equipment consisted of the following at December 31, 2012 and 2011:

Description
  
Life
  
2012
    
2011
  
Computer equipment
  
3 years
   $ 121,129     $ 99,603  
Office furniture and equipment
  
5-7 years
     274,438       251,170  
Software
  
3 years
     149,867       96,097  
Laboratory equipment
  
7 years
     1,020,158       994,994  
Leasehold improvements
  
10 years
     622,772       603,445  
Manufacturing equipment
  
7 years
     571,187       177,528  
Subtotal
         2,759,551       2,222,837  
Less: accumulated depreciation
         (1,494,510 )     (1,193,601 )
Property and equipment, net
       $ 1,265,041     $ 1,029,236  
 
Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful life of three to ten years, depending upon the type of equipment, except for leasehold improvements which are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. The cost of repairs and maintenance is charged as an expense as incurred. Depreciation expense totaled $303,677 and $210,252 for the years ended December 31, 2012 and 2011, respectively.
INCOME TAXES
INCOME TAXES
NOTE 5—INCOME TAXES
 
Opexa uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.
 
At December 31, 2012 and 2011, Opexa had approximately $69 million and approximately $61 million of unused net operating losses, respectively, available for carryforward to future years. The unused net operating losses begin to expire at December 31, 2024. At December 31, 2012 and 2011, Opexa’s deferred tax asset resulting from its cumulative NOLs amounted to $23,678,228 and $20,876,592, respectively which is covered by a full valuation allowance due to uncertainty of Opexa’s ability to generate future taxable income necessary to realize the related deferred tax asset.
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES
NOTE 6—CONVERTIBLE PROMISSORY NOTES
 
On July 25, 2012, Opexa issued a total of $4,085,000 in principal amount of secured convertible promissory notes (“Notes”) to third parties and related parties (collectively, the “Noteholders”), of which an aggregate of $630,000 was issued to related parties (See Note 7). The Notes mature on July 25, 2014 and accrue interest at the rate of 12% per annum, compounded annually. Interest is payable semi-annually on June 30 and December 31 in either cash or registered shares of common stock, at Opexa’s election. The Notes are secured by substantially all of Opexa’s assets and are convertible into a new class of non-voting Series A convertible preferred stock.  The Notes can be converted into Series A convertible preferred stock at the option of the investors at a price of $100.00 per share, subject to certain limitations and adjustments. Additionally, Opexa can elect to convert the Notes into Series A convertible preferred stock if (i) Opexa’s common stock closes at or above $10.00 per share for 20 consecutive trading days or (ii) Opexa achieves certain additional funding milestones to continue its clinical trial program.  These milestones include (x) executing a strategic agreement with a partner or potential partner by which Opexa will receive a minimum of $5 million to partially fund, or an option to partner with Opexa for, its Phase II clinical trial for Tcelna in patients with SPMS and (y) receiving a minimum of $25 million in additional capital (including the Note offering proceeds) from any partner, potential partner or any other source.
 
The Series A convertible preferred stock accrues dividends at the rate of 8% per annum, which are cumulative and payable semi-annually on June 30 and December 31 in either cash or registered shares of common stock at Opexa’s election. The Series A convertible preferred stock has a liquidation preference of $100.00 per share, entitling holders to payment from the assets of the Company available for distribution to its shareholders before any payment is made to the holders of the common stock. The Series A convertible preferred stock participates in any dividends or other distributions on shares of common stock (other than dividends payable in shares of common stock) along with the common stock.  As a result of anti-dilution adjustments following the November 2012 sale of shares of Opexa’s common stock , the Series A convertible preferred stock is convertible into shares of the Company’s common stock at a price of $3.12 per share (the floor price), subject to certain limitations and conditions, and up to 1,308,236 shares of common stock were issuable if all 12% convertible secured promissory notes issued in the July 2012 financing and outstanding at December 31, 2012 were converted to Series A convertible preferred stock and such stock is then converted into common stock. Additionally, Opexa can elect to convert the Series A convertible preferred stock into common stock if the Company’s common stock closes at or above $16.00 per share for 20 consecutive trading days. As of December 31, 2012, no shares of Series A convertible preferred stock were currently outstanding.  Subsequent to December 31, 2012, $900,000 in principal amount of the notes were converted into shares of Series A convertible preferred stock and such shares were then converted into common stock (see Note 14).
 
As part of the security interest in all of the Company’s assets granted to the Noteholders, $1.0 million of the proceeds is maintained in a controlled account (see Note 2).  Subsequent to December 31, 2012, the restricted cash was reduced to $500,000 (see Note 14).  The Noteholders were granted certain registration rights for the shares of underlying common stock.
 
If the Company does not make the required payments when due, either at maturity, or at applicable installment payment dates, or if the Company breaches other terms of the convertible secured notes or related agreements, the Noteholders could elect to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable.  Even if the Company was able to prepay the full amount in cash, any such repayment could leave the Company with little or no working capital for its business.  If the Company is unable to repay those amounts, the Noteholders will have a first claim on Opexa’s assets pledged under the convertible secured notes.  If the Noteholders should attempt to foreclose on the collateral, it is unlikely that there would be any assets remaining after repayment in full of such secured indebtedness. Any default under the convertible secured notes and resulting foreclosure would have a material adverse effect on Opexa’s financial condition and the Company’s ability to continue its operations.
 
The Notes were analyzed at issuance for a beneficial conversion feature and Opexa concluded that a beneficial conversion feature exists. The beneficial conversion feature was measured using the commitment-date stock price and was determined to be $1,497,634, of which $230,969 was attributable to related parties.  This amount was recorded as a debt discount and is amortized to interest expense in the consolidated statements of expenses over the term of the Notes. Opexa also analyzed the Notes for derivative accounting consideration and determined that derivative accounting does not apply.
 
In connection with the issuance of the Notes, Opexa also issued Series I warrants to the Noteholders to initially purchase an aggregate of 957,422 shares of Opexa’s common stock at $5.00 per share, subject to certain limitations and adjustments.  The warrants have a five-year term and are exercisable six months from the date of issuance, or January 25, 2013. As a result of anti-dilution adjustments, the number of warrant shares for which the Series I warrants are exercisable increased to an aggregate increase of 1,436,121 shares of Opexa’s common stock at an adjusted exercise price of $2.56 per share, subject to further certain limitations and adjustments. As a result, Opexa accounted for these reset provisions in accordance with FASB ASC 815-40, which requires Opexa to record the warrants as a derivative liability at the grant date and to record changes in fair value relating to the warrants at each subsequent balance sheet date (see Note 8).  Opexa can redeem the warrants at $0.01 per share if its common stock closes at or above $10.00 per share for 20 consecutive trading days. 
 
The initial fair value of the warrant liabilities of $2,314,635, together with the beneficial conversion feature of $1,497,634 were recognized as a debt discount and are amortized to interest expense in the consolidated statements of expenses over the term of the Notes using the effective interest method.  The amortized debt discount for the year-ended December 31, 2012 was $104,032 and Opexa recognized $552,978 as a derivative gain in the consolidated statements of expenses due to the change in fair value of the liability. The unamortized discount as of December 31, 2012 amounted to $3,708,237.

The following table provides a summary of the changes in convertible debt – third parties, net of unamortized discount, during 2012:

Balance at December 31, 2011
   $ —  
July 25, 2012 Notes, face value
     3,455,000  
Discount on beneficial conversion feature of Notes at issuance
     (1,266,665 )
Discount on fair value of Series I warrant liability at issuance
     (1,957,665 )
Amortization of debt discount to interest expense through December 31, 2012
     87,988  
Balance at December 31, 2012
   $ 318,658  
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
NOTE 7—RELATED PARTY TRANSACTIONS
 
Investors in the July 25, 2012 Note offering included two members of Opexa’s Board of Directors and entities affiliated with a third director. Opexa issued an aggregate of $630,000 in principal amount of Notes to the two directors and an entity for which a third director reports beneficial ownership of Opexa securities. In connection with the issuance of such Notes, Opexa also issued warrants to purchase an aggregate of 221,483 shares of common stock. The fair value of the warrants was $356,969. Opexa also determined the Notes contained a beneficial conversation feature with fair value of $230,969. Opexa recorded a total of $587,939 as debt discount associated with the Notes issued to the related parties and amortized $16,044 as interest expense in the consolidated statements of expenses for the year ended December 31, 2012.
 
On August 15, 2012, Opexa appointed director David E. Jorden as its Acting Chief Financial Officer. As a non-employee officer of Opexa, Mr. Jorden receives cash compensation of $100,000 per annum for his service. For the period of August 15, 2012 through December 31, 2012, cash compensation totaling $37,500 was earned by Mr. Jorden and is reported in general and administrative expense in the consolidated statements of expenses. As of December 31, 2012, cash compensation totaling $8,333 was due to Mr. Jorden and is included in accounts payable in the consolidated balance sheets.

The following table provides a summary of the changes in convertible debt – related parties, net of unamortized discount, during 2012:

Balance at December 31, 2011
   $ —  
July 25, 2012 Notes, face value
     630,000  
Discount on beneficial conversion feature of Notes at issuance
     (230,970 )
Discount on fair value of Series I warrant liability at issuance
     (356,969 )
Amortization of debt discount to interest expense through December 31, 2012
     16,044  
Balance at December 31, 2012
   $ 58,105  
FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS
FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS
NOTE 8—FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS
 
The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses in the consolidated balance sheets approximates their fair values because of the short-term nature of these instruments. The carrying value of the Notes in the consolidated balance sheets approximates fair value since the related rate of interest approximates current market rates. Management believes Opexa is not exposed to significant interest or credit risks arising from these financial instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. Opexa utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.
 
 
●
Level 1 — Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
 
 
●
Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.
 
 
●
Level 3 — Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.
 
 FASB ASC 815, “Accounting for Derivatives and Hedging Activities” (“FASB ASC 815”) specifies that a contract that would otherwise meet the definition of a derivative, but is both (a) indexed to its own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. FASB ASC 815 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock, including evaluating the instrument’s contingent exercise and settlement provisions, and thus able to qualify for the FASB ASC 815-10 scope exception. It also clarifies the impact of foreign-currency-denominated strike prices and market-based employee stock option valuation instruments on the evaluation. Initially, Opexa evaluated all of its financial instruments and determined that the Series I warrants associated with the July 2012 Note financing (see Note 6) qualified for treatment under FASB ASC 815. Consequently, the Company recorded a derivative liability of $2,314,635 upon issuance of the warrants and a corresponding discount on the convertible debt. On November 8, 2012, it was determined that the floor for resetting the exercise price was met and no further adjustments to the exercise price of the Series I warrants would occur. Therefore, the Series I warrants were considered indexed to the company’s stock and qualified for the scope exception under FASB ASC 815-10 allowing for a transfer from liability classification to equity classification. Consequently, the remaining derivative liability of $1,761,657 at November 8, 2012 was written off to additional paid in capital.
 
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Balance at December 31, 2011
   $ —  
Fair value of warrant derivative liabilities at issuance
     2,314,635  
Realized derivative gains included in other income (expense)
     (552,978 )
Write off of warrant derivative liability to additional paid in capital
     (1,761,657 )
Balance at December 31, 2012
   $ —  

The fair value of the derivative liabilities are calculated at the time of issuance using the Lattice option pricing model with Monte Carlo simulation. Opexa records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are reported in other income (expense) in the consolidated statements of expenses. The variables used in the Lattice option pricing model for the derivative liabilities during the year ended December 31, 2012 include:

   
July 25, 2012
  
September 30, 2012
  
November 8, 2012
Market value of common stock on measurement date
  
$2.56
  
$2.70
  
$1.96
Projected exercise price
  
$5.00
  
$4.52
  
$4.56
Risk free interest rate
  
0.56%
  
0.56%
  
0.72%
Warrant lives in years
  
5
  
4.88
  
4.71
Expected volatility
  
193%
  
193%
  
194%
Expected dividend yield
  
0%
  
0%
  
0%
Offering price range
  
$2.56-$6.56
  
$2.72-$6.72
  
$2.56-$6.56
 
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
NOTE 9—COMMITMENTS AND CONTINGENCIES
 
In October 2005, Opexa entered into a ten-year lease for its office and research facilities. The facility including the property is leased for a term of ten years with two options for an additional five years each at the then prevailing market rate. Future minimum lease payments under the non-cancellable operating lease are $157,896 for 2013, $157,896 for 2014 and $118,422 for 2015. Rent expense in the consolidated statements of expenses was approximately $136,000 for each of the years ended December 31, 2012 and 2011.
SIGNIFICANT CONTRACTUAL SERVICE AND MILESTONE AGREEMENTS
SIGNIFICANT CONTRACTUAL SERVICE AND MILESTONE AGREEMENTS
NOTE 10—SIGNIFICANT CONTRACTUAL SERVICE AND MILESTONE AGREEMENTS
 
In February 2012, Opexa entered into an agreement with Pharmaceutical Research Associates, Inc. (“PRA”), a contract research organization, in which PRA will provide Opexa with services related to the design, implementation and management of Opexa’s ongoing Phase IIb clinical trial program in SPMS (the “PRA Agreement”). Under the terms of the PRA Agreement, Opexa made upfront cash payments to PRA of $543,766. Future payments by Opexa to PRA under the PRA Agreement are based on the achievement of certain time and performance milestones as presented in the PRA Agreement. In December 2012, Opexa entered into an Amendment #1 to Task Order #1 (the “Amendment”) with PRA in which Opexa agreed to reimburse PRA for additional services and pass-through expenses incurred while performing out-of-scope work. Under the terms of the Amendment, an upfront cash payment of $37,605 is to be made to PRA as payment for certain out-of-scope tasks performed by PRA and future payments by Opexa to PRA under the PRA Agreement on the achievement of certain time milestones in the Amendment. Total payments to PRA during 2012 which were charged to expense amounted to $1,382,236.  Unless terminated by either party without cause on 60 days prior notice or on shorter notice with cause, the initial term of the PRA Agreement is for four years and automatically renews for successive one year terms.
 
During 2012, Opexa entered into individual Clinical Trial Agreements with 18 clinical institutions (the “Institutions”) across the U.S. and 18 principal investigators (the “Investigators”) acting within their employment or agent positions within their clinical institution.  Under the terms of each Clinical Trial Agreement, each of the Investigators will identify and recruit subjects with SPMS meeting certain enrollment requirements and conduct clinical research in conjunction with Opexa’s Phase IIb clinical study, and each of the Institutions will provide appropriate resources and facilities so the Institution’s Investigator can conduct Opexa’s Phase IIb clinical study in a timely and professional manner and according to the terms of the Clinical Trial Agreement.  Under the terms of each Clinical Trial Agreement, Opexa paid an upfront cash payment to each Institution for start-up and other costs which were charged directly to expense.  Future payments by Opexa to the Institutions during the term of each Clinical Trial Agreement are based on the achievement of certain performance milestones as presented in each Clinical Trial Agreement.  Unless terminated by Opexa without cause with 30 days notice, or unless terminated by the Institution, Investigator or Opexa for health or safety reasons, the initial term of the Clinical Trial Agreements with each Institution and Investigator is for the duration of their enrolled subjects in the Phase IIb clinical study.
EQUITY
EQUITY
NOTE 11—EQUITY

         Summary information regarding equity related transactions for the years ended December 31, 2011 and December 31, 2012 is as follows:

During 2011, equity related transactions were as follows:
 
 
·
In January 2011, 96,189 shares of common stock were sold under the Continuous Offering Program Agreement dated May 14, 2010 (the “2010 ATM Agreement”) for net proceeds of $1,066,286.  Compensation and fees totaling $10,826 was paid to the placement agent with respect to the shares sold.  The 2010 ATM Agreement was subsequently terminated by Opexa on February 7, 2011.
 
 
·
In February 2011, an aggregate of 1,036,622 units were sold in a public offering, with each unit consisting of one share of common stock and a warrant to purchase four-tenths (0.40) of a share of common stock, at a price to the public of $2.05 per unit, for gross proceeds of $8,500,325. The shares of common stock and warrants were immediately separable and were issued separately such that no units were issued. The warrants were exercisable immediately upon issuance, have a five-year term and an exercise price of $10.44 per share. Net proceeds from this offering were approximately $7,551,891 after deducting underwriting discounts and commissions and other estimated offering expenses. The offering closed on February 11, 2011.
 
 
·
12,576 shares of common stock valued at their fair value of $87,028 were issued to a consultant in exchange for services.
 
During 2012, equity related transactions were as follows:
 
 
·
In November 2012, Opexa entered into 2 purchase agreements with Lincoln Park pursuant to which the Company has the right to sell to Lincoln Park an aggregate of up to $16.5 million in shares of common stock, subject to certain conditions and limitations.  As consideration for its commitment to purchase shares of common stock pursuant to the $1.5 million purchase agreement, Opexa issued to Lincoln Park 56,507 shares of common stock with a fair value of $149,131.
 
 
·
In November and December 2012, 265,000 shares of common stock were sold and 2,610 additional commitment shares were issued to Lincoln Park for net proceeds of $333,970.
 
 
·
In December 2012, 163,224 shares of common stock were issued to the Noteholders of the July 2012 Notes as payment of accrued interest.
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS
NOTE 12—OPTIONS AND WARRANTS
 
On September 2, 2010, the Board adopted the Opexa Therapeutics, Inc. 2010 Stock Incentive Plan (“the 2010 Plan”) for the granting of equity incentive awards to employees, directors and consultants of Opexa.  The 2010 Plan was approved by the Company’s stockholders on October 19, 2010. The 2010 Plan is the successor to and continuation of Opexa’s June 2004 Compensatory Stock Option Plan (the “2004 Plan”).  The 2004 Plan reserved a maximum of 575,000 shares of common stock for issuance pursuant to incentive stock options and nonqualified stock options granted to employees, directors and consultants. Awards were made as either incentive stock options or nonqualified stock options, with the Board having discretion to determine the number, term, exercise price and vesting of grants made under the 2004 Plan. All outstanding equity awards granted under the 2004 Plan continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2004 Plan, but no additional awards will be granted under the 2004 Plan subsequent to approval of the 2010 Plan.  Under the 2010 Plan, the total number of shares of common stock reserved for issuance consists of 625,000 shares plus the number of shares subject to stock options outstanding under the 2004 Plan that are forfeited or terminate prior to exercise and would otherwise be returned to the share reserves under the 2004 Plan and any reserved shares not issued or subject to outstanding grants, up to a maximum of 793,204 shares. The 2010 Plan provides for the grant of incentive stock options or nonqualified stock options, as well as restricted stock, stock appreciation rights, restricted stock units and performance awards that may be settled in cash, stock or other property.  The Board of Directors or Compensation Committee, as applicable, administers the 2010 Plan and has discretion to determine the recipients, the number and types of stock awards to be granted and the terms and conditions of the stock awards, including the period of their exercisability and vesting. Subject to a limitation on repricing without stockholder approval, the Board or Compensation Committee, as applicable, may also determine the exercise price of options granted under the 2010 Plan.
 
Employee Options:
 
During 2011, options to purchase 43,750 shares of common stock were granted by Opexa to its employees at an exercise price of $6.24. These options have a term of ten years and vest over three years. Fair value of $268,451 was recorded using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for options issued during the year ended December 31, 2011 include (1) discount rate of 3.36%, (2) expected term of six years, (3) expected volatility of 192% and (4) zero expected dividends.
 
During 2011, options to purchase 18,750 shares were forfeited and cancelled.
 
Opexa recorded $304,024 stock-based compensation expense to management and employees during 2011. Unamortized stock-based compensation expense as of December 31, 2011 amounted to $364,064.
 
During 2012, options to purchase an aggregate of 107,832 shares were granted to employees, at exercise prices ranging from $1.80 to $3.80. These options have terms of ten years and have a vesting schedule of three years. Fair value of $381,020 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate range of 1.40% and 1.98%, (2) expected term of 5.25 to 7 years, (3) expected volatility range of 180% and 183% and (4) zero expected dividends.

During 2012, options to purchase an aggregate of 254,756 shares were granted to senior management, based on the achievement of future performance-based, strategic milestone objectives, at an exercise price of $3.80. These options have terms of ten years and have vesting schedules of three years commencing after the two specific milestone objectives have been individually met. Fair value of $964,715 was calculated using the Black-Scholes option-pricing model.  Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate of 1.98%, (2) expected term of ten years, (3) expected volatility of 183% and (4) zero expected dividends. As of December 31, 2012, one of the two specific milestone objectives had been individually met and an aggregate of 82,009 shares granted to senior management commenced vesting during 2012.
 
During 2012, options to purchase 4,678 shares were forfeited and cancelled.
 
Opexa recorded $549,150 stock-based compensation expense to management and employees during 2012, which included the related expense for the options that are expected to vest based on achievement of their related performance conditions. Unamortized stock compensation expense as of December 31, 2012 amounted to $1,142,135.  
 
Non-Employee Options:
 
During 2011, options to purchase 32,407 shares of common stock were granted by Opexa to its consultants and directors at exercise prices ranging from $3.80 to $7.12. These options have terms of two to ten years, and have vesting dates that vary from either full or partial vesting at date of grant to full vesting within one to two years of the date of grant. Fair value of $196,783 was recorded using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for options issued during the year ended December 31, 2011 include (1) discount rate range of 0.25% to 3.50%, (2) expected term of two to five and one-quarter years, (3) expected volatility of 85%—198% and (4) zero expected dividends.
 
Opexa recorded $185,890 stock-based compensation expense to consultants and directors during 2011. Unamortized stock-based compensation expense as of December 31, 2011 amounted to $19,658.
 
During 2012, an option to purchase an aggregate of 18,750 shares was granted to Opexa’s non-employee Acting Chief Financial Officer at an exercise price of $2.04 in connection with his appointment. This option has a term of ten years, with one-third of the shares vesting immediately, one-third of the shares vesting on December 31, 2012 and the remaining one-third of the shares vesting at the earlier of June 30, 2013 or the appointment of a permanent chief financial officer. Fair value of $37,096 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for this option include (1) discount rate of 1.80%, (2) expected term of 5.25 years, (3) expected volatility of 185% and (4) zero expected dividends.

During 2012, options to purchase an aggregate of 30,600 shares were granted to directors for service on Opexa’s Board at an exercise price of $3.76. Options to purchase an aggregate of 10,000 shares have terms of 10 years, with 50% of the shares vesting immediately and 50% vesting one year from the date of grant. Options to purchase the remaining 20,600 shares will expire on the earlier of 10 years or a change in control of the Company, with 50% of the shares vesting immediately and 50% vesting on December 31, 2012. Fair value of $111,428 was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model for these options include (1) discount rate of 2.03%, (2) expected term of 5.25 years, (3) expected volatility of 186% and (4) zero expected dividends.
 
During 2012, options to purchase 25,563 shares were forfeited and cancelled.
 
Opexa recorded $141,576 of stock-based compensation expense to consultants and directors during 2012. Unamortized stock compensation expense as of December 31, 2012 amounted to $14,770.  
 
Broker and Investor Warrants:
 
During 2011, warrants to purchase 671,972 shares were forfeited.

In connection with Opexa’s February 2011 public offering, Opexa issued warrants to purchase an aggregate of 414,650 shares of common stock to the investors at an exercise price of $10.44 per share. These warrants have a term of five years and were immediately exercisable.
 
During 2012, warrants to purchase 464,584 shares were forfeited.
 
In connection with Opexa’s July 25, 2012 private offering of the Notes (see Note 6), Opexa issued warrants to purchase an aggregate of 1,436,121 shares of common stock at a current adjusted exercise price of $2.56 per share, subject to certain limitations and adjustments. These warrants have a term of five years and are initially exercisable on January 25, 2013.
 
At December 31, 2012, the aggregate intrinsic value of the outstanding options and warrants was $13,846 and $57,891, respectively.
 
At December 31, 2011, the aggregate intrinsic value of the outstanding options and warrants was $227,567 and $435,913, respectively.

Summary information regarding options and warrants from December 31, 2006 is as follows:

   
Options
    
Weighted
Average
Exercise
Price
    
Warrants
    
Weighted
Average
Exercise
Price
  
Outstanding at December 31, 2006 
     190,426     $ 45.92       917,590     $ 78.04  
                                 
Year ended December 31, 2007:
                                
Granted
     73,475       21.12       —       —  
Forfeited and canceled
     (4,336 )     30.96       —       —  
Outstanding at December 31, 2007
     259,565     $ 39.16       917,590     $ 78.04  
                                 
Year ended December 31, 2008:
                                
Granted
     160,100       4.50       1,682,209       7.84  
Forfeited and canceled
     (31,617 )     24.41       —       —  
Outstanding at December 31, 2008
     388,048     $ 25.88       2,599,799     $ 32.60  
                                 
Year ended December 31, 2009:
                                
Granted
     193,583       3.83       801,143       6.68  
Exercised
     (15,193 )     4.21       (179,691 )     6.64  
Forfeited and canceled
     (85,605 )      42.22       (52,082 )     20.00  
Outstanding at December 31, 2009
     480,833     $ 14.80       3,169,169     $ 27.72  
                                 
Year ended December 31, 2010:
                                
Granted
     38,138       8.34       1,966       8.00  
Exercised
     (36,284 )     3.56       (17,102 )     8.40  
Forfeited and canceled
     (97,171 )     36.62       (289,160 )     117.60  
Outstanding at December 31, 2010
     385,516     $ 8.60       2,864,873     $ 11.00  
                                 
Year ended December 31, 2011:
                                
Granted
     76,157       6.29       414,649       10.44  
Exercised
     —       —       —       —  
Forfeited and canceled
     (18,750 )     20.00       (671,972 )     23.72  
Outstanding at December 31, 2011
     442,923     $ 7.71       2,607,550     $ 6.66  
                                 
Year ended December 31, 2012:
                                
Granted
     411,938       3.68       1,436,121       2.56  
Exercised
     —       —       —       —  
Forfeited and canceled
     (30,241 )     11.80       (464,584 )     6.12  
Outstanding at December 31, 2012
     824,620     $ 5.54       3,579,087     $ 5.64  
 
Summary of options outstanding and exercisable as of December 31, 2012 is as follows:
 
Range of Exercise
Prices
  
Weighted Average
Remaining Contractual
Life (years)
  
Number of Options
Outstanding
  
Number of Options
Exercisable
$  0.88   to  $  4.99     5.84   599,706   258,337
5.00   to      9.99
     1.58   178,054   157,221
10.00   to    39.20
     0.21   46,860   46,860
$  0.88   to  $39.20     7.63   824,620   462,418
 
Summary of warrants outstanding and exercisable as of December 31, 2012 is as follows:
 
Range of  Exercise
Prices
  
Weighted Average
Remaining Contractual
Life (years)
  
Number of Warrants
Outstanding
  
Number of Warrants
Exercisable
$  0.18   to  $  4.99     1.86   1,850,102   413,981
5.00   to      9.99
     0.04   1,068,905   1,068,905
10.00   to    10.44
     0.53   660,080   660,080
$  0.18   to  $10.44     2.43   3,579,087   2,142,966
LICENSES AND GAIN ON EXTINGUISHMENT OF DEBT
LICENSES AND GAIN ON EXTINGUISHMENT OF DEBT
NOTE 13—LICENSES AND GAIN ON EXTINGUISHMENT OF DEBT
 
University of Chicago License Agreement
 
In 2004, Opexa entered into an agreement with the University of Chicago (“University”) for the worldwide license to technology developed at Argonne National Laboratory, a U.S. Department of Energy Laboratory operated by the University. The license was later amended granting Opexa an exclusive, non-transferable worldwide license to the University’s stem cell technology. In consideration for the license and amendment, Opexa paid the University a total of $232,742 and issued the University 53,462 shares of common stock valued at $2,295,461. Opexa also agreed to pay the University $1.5 million and to issue the University 21,623 shares of Opexa common stock. In April 2007, the $1.5 million cash payment obligation was extended until July 31, 2007 and the obligation to issue shares of Opexa’s common stock was extended until July 31, 2007, with $112,440 accrued as of June 30, 2007.
 
In July 2007, Opexa entered into a second amended and restated license agreement with the University that eliminated the obligations under the prior agreement for the payment of $1.5 million due July 31, 2007 and the obligation to issue 21,623 shares of Opexa common stock. These obligations were recorded as an intangible asset, with the liabilities recorded as a notes payable—current portion of $1.5 million and a stock payable of $112,440. As a result of the amendment and restatement of the license agreement with the University, $1,612,440 was reported as a gain on extinguishment of liability. Opexa applied the accounting guidance related to transfers and servicing of financial assets and extinguishments of liabilities as well as the guidance on debtor’s accounting for a modification or exchange of debt instruments. In August 2009, the University of Chicago license agreement was assigned to Novartis as part of Opexa’s sale of its stem cell technology platform to Novartis, and effective November 2, 2011, the license agreement was re-assigned to Opexa and the license agreement was amended and restated, as further described below.
 
Stem Cell Technology Agreement
 
In August 2009, Opexa entered into an exclusive agreement with Novartis for the further development of its stem cell technology. This technology, which has generated preliminary data, was in early preclinical development. Under the terms of the agreement, Novartis acquired the stem cell technology from Opexa and Novartis had full responsibility for funding and carrying out all research, development and commercialization activities. Opexa received an upfront cash payment of $3 million at the time the agreement was entered into and subsequently received $0.5 million as a technology transfer milestone fee.
 
In November 2011, Opexa re-acquired the stem cell assets from Novartis in consideration for releasing Novartis with respect to any further payment obligations owed to Opexa by Novartis  In connection with the re-acquisition of the stem cell assets, a related license agreement with the University of Chicago was re-assigned to Opexa. Opexa and the University of Chicago entered into a Fourth Amended and Restated License Agreement in connection with such assignment to Opexa.
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
NOTE 14—SUBSEQUENT EVENTS
 
In January 2013, 125,000 shares of common stock were sold and 975 additional commitment shares were issued to Lincoln Park under the $1.5 million purchase agreement for net proceeds of $142,400.
 
On January 23, 2013, Opexa closed a private offering consisting of convertible notes (the “January 2013 Notes”) and warrants to purchase shares of common stock for gross proceeds of $650,000 of which $100,000 was from a related party. The January 2013 Notes are scheduled to mature on January 23, 2014 and accrue interest at the rate of 12% per annum, compounded annually.  The January 2013 Notes  are convertible into common stock at the option of the investors at a price of $1.30 per share, subject to certain limitations.  The principal balance plus accrued was payable within five business days of the receipt by Opexa of an aggregate of at least $7.5 million in proceeds from the sale of its equity securities and/or as payments from one or more partners or potential partners in return for granting a license, other rights, or an option to license or otherwise acquire rights with respect to Tcelna.  On February 26, 2013, following the receipt of proceeds in excess of $7.5 million, Opexa paid principal and interest totaling $567,368 to holders of the January 2013 Notes and issued 77,034 shares of common stock to one holder of the January 2013 Notes who elected to convert the principal into common stock. 
 
The warrants related to the January 2013 Notes financing have an exercise price of $1.24 per share, a five-year term and are exercisable for a maximum of 243,750 shares of common stock, subject to certain limitations.  The Company can redeem the warrants at $0.01 per share if the Company’s common stock closes at or above $10.00 per share for 20 consecutive trading days.
 
Pursuant to the convertible secured promissory note financing effected by Opexa on July 25, 2012 (the “July 2012 Notes”), $1.0 million of the gross proceeds are maintained in a segregated account and subject to a deposit control agreement while the July 2012 Notes are outstanding.  Pursuant to a waiver executed by the holders of in excess of two-thirds (66-2/3%) of the principal amount of the outstanding July 2012 Notes and accepted by Opexa, the amount of the cash subject to the deposit control agreement was reduced to $500,000 on January 29, 2013.  In exchange for such waiver, the Company issued warrants to the holders of the July 2012 Notes to purchase an aggregate of 187,500 shares of the Company’s common stock.  The warrants have an exercise price of $1.21 per share and a five-year term.  The Company can redeem the warrants at $0.01 per underlying share of common stock if the common stock closes at or above $10.00 per share for 20 consecutive trading days.
 
In February 2013, three of the holders of the July 2012 Notes elected to convert an aggregate of $900,000 of the July 2012 Notes into shares of the Company’s Series A convertible preferred stock with further immediate conversion into shares of the Company’s common stock.  Accordingly, the Company issued an aggregate of 288,229 shares of common stock to the holders.
 
In February 2013, Opexa sold an aggregate of 167,618 shares of common stock under the ATM Agreement dated September 6, 2012 for gross proceeds of $536,417. Under the ATM Agreement, Opexa may sell an aggregate of up to 1,000,000 shares of common stock from time to time through the placement agent with a commission equal to 3% of the gross proceeds.  Opexa paid compensation and fees totaling $16,105 to the placement agent with respect to the shares sold.
 
On February 4, 2013, Opexa entered into an option and license agreement with Merck.  Pursuant to the agreement, Merck has an option to acquire an exclusive, worldwide (excluding Japan) license of the Company’s Tcelna program for the treatment of multiple sclerosis.  Under the terms of the agreement, the Company received an upfront payment of $5 million on February 20, 2013.
 
On February 11, 2013, Opexa sold an aggregate of 1,083,334 units in a registered offering, with each unit consisting of one share of common stock and a warrant to purchase half (0.5) a share of common stock, at a price of $3.00 per unit, for gross proceeds of $3,250,002. The shares of common stock and warrants were immediately separable and were issued separately such that no units were issued. The warrants are exercisable immediately upon issuance, have a four-year term and an exercise price of $3.00 per share. A fee of 6.0% of the gross proceeds was paid to the placement agent.
BUSINESS OVERVIEW AND SUMMARY OF ACCOUNTING POLICIES (Policies)
Description of Business 
Description of Business.  Opexa Therapeutics, Inc. (“Opexa” or “the Company”) was initially incorporated as Sportan United Industries, Inc. (“Sportan”) in Texas in March 1991.  In June 2004, PharmaFrontiers Corp. (“PharmaFrontiers”) was acquired by Sportan in a transaction accounted for as a reverse acquisition. PharmaFrontiers’ stockholders were issued Sportan shares in exchange for all of the outstanding common shares of PharmaFrontiers. Concurrent with the transaction, Sportan changed its name to PharmaFrontiers. During its development stage as a biopharmaceutical company, PharmaFrontiers acquired the worldwide  exclusive license to a stem cell technology developed at Argonne National Laboratory, a U.S. Department of Energy Laboratory operated by the University of Chicago, in which adult multi-potent stem cells are derived from monocytes obtained from the patient’s own blood (the “Stem Cell License”). A patent application was filed in November 2003 with the United States Patent and Trade Office regarding the technology involved in the Stem Cell License. The initial focus for this technology is the further development of this monocyte-derived stem cell technology as a platform for the in vitro generation of highly specialized cells for potential application in autologous cell therapy for patients with diabetes mellitus (the “Diabetes Program”).
 
In October 2004, PharmaFrontiers acquired all of the outstanding stock of Opexa Pharmaceuticals, Inc. (“Opexa Pharmaceuticals”), a biopharmaceutical company that previously acquired the exclusive worldwide license from Baylor College of Medicine to an patient specific, autologous T-cell immunotherapy, Tcelna™ (formerly known as Tovaxin®), for the initial treatment of multiple sclerosis (MS). In June 2006, the Company changed its name to Opexa Therapeutics, Inc. from PharmaFrontiers Corp. and, in January 2007, Opexa Therapeutics, Inc., the parent, merged with its wholly owned subsidiary, Opexa Pharmaceuticals, Inc. with Opexa Therapeutics, Inc. being the surviving company.
 
In August 2009, Opexa entered into an exclusive agreement with Novartis Institutes for BioMedical Research, Inc. (“Novartis”) whereby Novartis acquired Opexa’s rights to the Stem Cell License and associated technology platform and had full responsibility for funding and carrying out all research, development and commercialization activities. Opexa received an upfront cash payment of $3 million at the time the agreement was entered into and subsequently received $0.5 million as a technology transfer fee milestone. In November 2011, Opexa re-acquired the stem cell assets from Novartis in consideration for releasing Novartis with respect to any further payment obligations owed to Opexa by Novartis.  In connection with the re-acquisition of the stem cell assets, a related license agreement with the University of Chicago was re-assigned to Opexa. Opexa and the University of Chicago entered into a Fourth Amended and Restated License Agreement in connection with such assignment to Opexa.
 
In September 2012, Opexa initiated a Phase IIb clinical trial of Tcelna in patients with secondary progressive MS (“SPMS”). Previously, in September 2008, the Company completed a Phase IIb clinical study of Tcelna in the relapsing-remitting MS (“RRMS”) indication.
 
Opexa operates in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration, or FDA, in the United States, by the European Medicines Agency, or EMA, in the E.U. and by comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain and may take many years and may involve expenditure of substantial resources.  Tcelna is in development stage and Opexa has not applied for a Biologics License Application (BLA) for Tcelna with the FDA nor a similar regulatory licensure in any other country, and thus Tcelna is not approved to be marketed in any country.
Development Stage Company 
Development Stage Company. Opexa is considered to be in development stage and has had no commercial revenues to date.
Reverse Stock Split 
Reverse Stock Split.  In June, 2006, Opexa effected a one-for-ten reverse stock split of its common stock.
 
On December 14, 2012, Opexa effected a one-for-four reverse stock split of its common stock (the "1:4 Reverse Stock Split") which decreased the number of common shares issued and outstanding from approximately 23.6 million shares to approximately 5.9 million shares as of December 14, 2012. The number of authorized shares of common stock and preferred stock remained the same following the 1:4 Reverse Stock Split.
 
Unless otherwise noted, impacted amounts included in the consolidated financial statements and notes thereto have been retroactively adjusted for the stock splits as if such stock splits occurred on the first day of the first period presented. Impacted amounts include shares of common stock issued and outstanding, shares underlying convertible promissory notes, warrants and stock options, shares reserved, conversion prices of convertible securities, exercise prices of warrants or options, and loss per share. There was no impact on preferred or common stock authorized resulting from the 1:4 Reverse Stock Split.
Principals of Consolidation 
Principals of Consolidation.  The financial statements include the accounts of Opexa and its former wholly-owned subsidiary, Opexa Pharmaceuticals through December 31, 2006. All intercompany accounts and transactions have been eliminated.
 
The consolidated financial statements include the accounts of Opexa and its wholly owned subsidiary, Opexa Hong Kong Limited (“Opexa Hong Kong”). Opexa Hong Kong was formed in the Hong Kong Special Administrative Region during 2012 in order to facilitate potential development collaborations in the pan-Asian region.  Presently, Opexa Hong Kong has not entered into any agreements and has not recognized any revenues as of December 31, 2012. All intercompany transactions and balances between Opexa and Opexa Hong Kong are eliminated in consolidation.
Use of Estimates in Financial Statement Preparation 
Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain Risks and Concentrations 
Certain Risks and Concentrations. Opexa is exposed to risks associated with foreign currency transactions insofar as it has used U.S. dollars to fund Opexa Hong Kong’s bank account denominated in Hong Kong dollars.  As the net position of the unhedged Opexa Hong Kong bank account fluctuates, Opexa’s earnings may be negatively affected.  In addition, the reported carrying value of the Company’s Hong Kong dollar-denominated assets and liabilities that remain in Opexa Hong Kong will be affected by fluctuations in the value of the U.S. dollar as compared to the Hong Kong dollar. Opexa currently does not utilize forward exchange contracts or any type of hedging instruments to hedge foreign exchange risk as Opexa believes that its overall exposure is relatively limited.  As of December 31, 2012, Opexa Hong Kong reported cash and cash equivalents of $3,902 in converted U.S. dollars and does not have any reported liabilities in the consolidated balance sheets.
Cash and Cash Equivalents 
Cash and Cash Equivalents. For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less. The primary objectives for the fixed income investment portfolio are liquidity and safety of principal. Investments are made with the objective of achieving the highest rate of return consistent with these two objectives. Opexa’s investment policy limits investments to certain types of instruments issued by institutions primarily with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer.
Supplies Inventory 
Supplies Inventory.  Reagents and supplies that will be used to manufacture Tcelna and placebo product in Opexa’s Phase IIb clinical study are recorded as other current assets.  The inventory of these reagents and supplies are determined at the lower of cost or market value with cost determined under the first-in first-out (FIFO) method.
Long-lived Assets 
Long-lived Assets. Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.
Deferred costs 
Deferred costs.  Opexa incurs costs in connection with a debt or equity offering or in connection with the proceeds pursuant to an execution of a strategic agreement.  These costs are recorded as deferred offering or deferred financing costs in the consolidated balance sheets.  Such costs may consist of legal, accounting, underwriting fees and other related items incurred through the date of the debt or equity offering or the date of the execution of the strategic agreement.  Costs in connection with a debt offering are amortized to interest expense over the term of the note instrument.  Costs in connection with the execution of a strategic agreement in which an initial upfront payment is received are offset to the gain recognized in the Consolidated Statements of Expenses.  Additional paid in capital includes costs recorded as an offset to proceeds in connection with the completion of an equity offering.

Income Taxes 
Income Taxes. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. A valuation allowance is recorded to reduce the net deferred tax asset to zero because it is more likely than not that the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination.
Stock-Based Compensation 
Stock-Based Compensation. Opexa accounts for share-based awards issued to employees and non-employees in accordance with FASB ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting is over a 3-year period). Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.
Research and Development 
Research and Development. Research and development expenses are expensed in the consolidated statements of expenses as incurred in accordance with FASB ASC 730, Research and Development.  Research and development expenses include salaries, related employee expenses, clinical trial expenses, research expenses, consulting fees, and laboratory costs. In instances in which the Company enters into agreements with third parties for research and development activities, Opexa may prepay fees for services at the initiation of the contract. Opexa records the prepayment as a prepaid asset in the consolidated balance sheets and amortizes the asset into research and development expense in the consolidated statements of operations over the period of time the contracted research and development services are performed.  Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon completion of milestones or deliverables. Opexa expenses the costs of licenses of patents and the prosecution of patents until the issuance of such patents and the commercialization of related products is reasonably assured. Research and development expense for the years ended December 31, 2012 and 2011 was $6,318,476 and $3,340,038, respectively.
Foreign Currency Translation and Transaction Gains and Losses 
Foreign Currency Translation and Transaction Gains and Losses.  Opexa records foreign currency translation adjustments and transaction gains and losses in accordance with FASB ASC 830, Foreign Currency Matters.  For the Company’s operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss, but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of stockholders' equity, except for intercompany transactions that are of a short-term nature with Opexa Hong Kong that are consolidated, combined or accounted for by the equity method in Opexa’s consolidated financial statements. Opexa Hong Kong has transactions in Hong Kong dollars. Opexa records transaction gains and losses in its consolidated statements of operations related to the recurring measurement and settlement of such transactions.  For the year ended December 31, 2012, Opexa did not record any gains and losses resulting from the translation of the functional currency into U.S. dollars and thus did not report any cumulative foreign currency translation adjustments in stockholders’ equity in the consolidated balance sheets.
Net Loss per Share 
Net Loss per Share.  Basic and diluted net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities.
OTHER CURRENT ASSETS (Tables)
Other Current Assets
Other current assets consisted of the following at December 31, 2012 and 2011:

Description
  
2012
    
2011
  
Supplies inventory
   $ 604,179     $ —  
Deferred offering costs
     341,166       —  
Prepaid expenses
     132,201       124,773  
    $ 1,077,546     $ 124,773  
PROPERTY AND EQUIPMENT (Tables)
Property and Equipment
Property and equipment consisted of the following at December 31, 2012 and 2011:

Description
  
Life
  
2012
    
2011
  
Computer equipment
  
3 years
   $ 121,129     $ 99,603  
Office furniture and equipment
  
5-7 years
     274,438       251,170  
Software
  
3 years
     149,867       96,097  
Laboratory equipment
  
7 years
     1,020,158       994,994  
Leasehold improvements
  
10 years
     622,772       603,445  
Manufacturing equipment
  
7 years
     571,187       177,528  
Subtotal
         2,759,551       2,222,837  
Less: accumulated depreciation
         (1,494,510 )     (1,193,601 )
Property and equipment, net
       $ 1,265,041     $ 1,029,236  
FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS (Tables)
Changes in Fair Value of Derivative Financial Instruments Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs 
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Balance at December 31, 2011
   $ —  
Fair value of warrant derivative liabilities at issuance
     2,314,635  
Realized derivative gains included in other income (expense)
     (552,978 )
Write off of warrant derivative liability to additional paid in capital
     (1,761,657 )
Balance at December 31, 2012
   $ —  
Variables used in Lattice Option Pricing Model for Derivative Liabilities 
The variables used in the Lattice option pricing model for the derivative liabilities during the year ended December 31, 2012 include:

   
July 25, 2012
  
September 30, 2012
  
November 8, 2012
Market value of common stock on measurement date
  
$2.56
  
$2.70
  
$1.96
Projected exercise price
  
$5.00
  
$4.52
  
$4.56
Risk free interest rate
  
0.56%
  
0.56%
  
0.72%
Warrant lives in years
  
5
  
4.88
  
4.71
Expected volatility
  
193%
  
193%
  
194%
Expected dividend yield
  
0%
  
0%
  
0%
Offering price range
  
$2.56-$6.56
  
$2.72-$6.72
  
$2.56-$6.56
OPTIONS AND WARRANTS (Tables)
Summary Information Regarding Options and Warrants 
Summary information regarding options and warrants from December 31, 2006 is as follows:

   
Options
    
Weighted
Average
Exercise
Price
    
Warrants
    
Weighted
Average
Exercise
Price
  
Outstanding at December 31, 2006 
     190,426     $ 45.92       917,590     $ 78.04  
                                 
Year ended December 31, 2007:
                                
Granted
     73,475       21.12       —       —  
Forfeited and canceled
     (4,336 )     30.96       —       —  
Outstanding at December 31, 2007
     259,565     $ 39.16       917,590     $ 78.04  
                                 
Year ended December 31, 2008:
                                
Granted
     160,100       4.50       1,682,209       7.84  
Forfeited and canceled
     (31,617 )     24.41       —       —  
Outstanding at December 31, 2008
     388,048     $ 25.88       2,599,799     $ 32.60  
                                 
Year ended December 31, 2009:
                                
Granted
     193,583       3.83       801,143       6.68  
Exercised
     (15,193 )     4.21       (179,691 )     6.64  
Forfeited and canceled
     (85,605 )      42.22       (52,082 )     20.00  
Outstanding at December 31, 2009
     480,833     $ 14.80       3,169,169     $ 27.72  
                                 
Year ended December 31, 2010:
                                
Granted
     38,138       8.34       1,966       8.00  
Exercised
     (36,284 )     3.56       (17,102 )     8.40  
Forfeited and canceled
     (97,171 )     36.62       (289,160 )     117.60  
Outstanding at December 31, 2010
     385,516     $ 8.60       2,864,873     $ 11.00  
                                 
Year ended December 31, 2011:
                                
Granted
     76,157       6.29       414,649       10.44  
Exercised
     —       —       —       —  
Forfeited and canceled
     (18,750 )     20.00       (671,972 )     23.72  
Outstanding at December 31, 2011
     442,923     $ 7.71       2,607,550     $ 6.66  
                                 
Year ended December 31, 2012:
                                
Granted
     411,938       3.68       1,436,121       2.56  
Exercised
     —       —       —       —  
Forfeited and canceled
     (30,241 )     11.80       (464,584 )     6.12  
Outstanding at December 31, 2012
     824,620     $ 5.54       3,579,087     $ 5.64  
Summary of Options Outstanding and Exercisable 
Summary of options outstanding and exercisable as of December 31, 2012 is as follows:
 
Range of Exercise
Prices
  
Weighted Average
Remaining Contractual
Life (years)
  
Number of Options
Outstanding
  
Number of Options
Exercisable
$  0.88   to  $  4.99     5.84   599,706   258,337
5.00   to      9.99
     1.58   178,054   157,221
10.00   to    39.20
     0.21   46,860   46,860
$  0.88   to  $39.20     7.63   824,620   462,418
Summary of Warrants Outstanding and Exercisable 
Summary of warrants outstanding and exercisable as of December 31, 2012 is as follows:
 
Range of  Exercise
Prices
  
Weighted Average
Remaining Contractual
Life (years)
  
Number of Warrants
Outstanding
  
Number of Warrants
Exercisable
$  0.18   to  $  4.99     1.86   1,850,102   413,981
5.00   to      9.99
     0.04   1,068,905   1,068,905
10.00   to    10.44
     0.53   660,080   660,080
$  0.18   to  $10.44     2.43   3,579,087   2,142,966
 
Business Overview and Summary of Accounting Policies - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 119 Months Ended 1 Months Ended
Dec. 14, 2012
Jun. 30, 2006
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Dec. 31, 2010
Dec. 31, 2012
Opexa Hong Kong
Aug. 31, 2009
Technology License Agreement
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
Proceeds from up front cash payment
 
 
 
 
 
 
 
$ 3,000,000 
Proceed from technology transfer milestone fee
 
 
 
 
 
 
 
500,000 
Reverse stock split ratio
0.25 
0.10 
 
 
 
 
 
 
Common Shares outstanding before reverse split
23,600,000 
 
 
 
 
 
 
 
Common stock, shares outstanding
5,900,000 
 
6,249,369 
5,762,028 
6,249,369 
 
 
 
Cash and cash equivalents
 
 
592,004 
7,109,215 
592,004 
3,812,535 
3,902 
 
Share-based awards, vesting period
 
 
3 years 
 
 
 
 
 
Research and development expense
 
 
$ 6,318,476 
$ 3,340,038 
$ 76,497,351 
 
 
 
Cash and Cash Equivalents - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Jul. 25, 2012
Mar. 25, 2012
Cash and Cash Equivalents [Line Items]
 
 
 
 
Cash and cash equivalents, money market accounts
$ 24,500 
$ 7,000,000 
 
 
Percentage of interest recognized from money market fund
0.01% 
0.01% 
 
 
Interest income from money market fund
280 
932 
 
 
Convertible secured promissory notes, principal amount
 
 
4,085,000 
 
Convertible secured promissory notes, proceeds amount required to be maintained in an account subject to deposit account control agreement
 
 
 
$ 1,000,000 
Other Current Assets (Detail) (USD $)
Dec. 31, 2012
Dec. 31, 2011
Other Assets, Current [Line Items]
 
 
Supplies inventory
$ 604,179 
 
Deferred offering costs
341,166 
 
Prepaid expenses
132,201 
124,773 
Other current assets
$ 1,077,546 
$ 124,773 
Other Current Assets - Additional Information (Detail) (USD $)
Dec. 31, 2012
Nov. 30, 2012
Dec. 31, 2012
$1.5 Million Purchase Agreement with Lincoln Park
Jan. 31, 2013
$1.5 Million Purchase Agreement with Lincoln Park
Subsequent Event
Dec. 31, 2012
$15 Million Purchase Agreement with Lincoln Park
Dec. 31, 2012
ATM Agreement
Third Party
Dec. 31, 2012
Purchase Agreement
Other Current Assets
Feb. 28, 2013
Option and License Agreement
Subsequent Event
Dec. 31, 2012
Option and License Agreement
Other Current Assets
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Line Items]
 
 
 
 
 
 
 
 
 
Implementation cost
$ 341,166 
 
 
 
 
$ 101,972 
$ 216,198 
 
$ 22,996 
Purchase agreement, aggregate shares opexa has right to sell
16,500,000 
16,500,000 
1,500,000 
1,500,000 
15,000,000 
 
 
 
 
Option and License Agreement, upfront payment received
 
 
 
 
 
 
 
$ 5,000,000 
 
Property and Equipment (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, gross
$ 2,759,551 
$ 2,222,837 
Less: accumulated depreciation
(1,494,510)
(1,193,601)
Property and equipment, net
1,265,041 
1,029,236 
Minimum
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
3 years 
 
Maximum
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
10 years 
 
Computer Equipment
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
3 years 
 
Property, plant and equipment, gross
121,129 
99,603 
Office Furniture And Equipment
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, gross
274,438 
251,170 
Office Furniture And Equipment |
Minimum
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
5 years 
 
Office Furniture And Equipment |
Maximum
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
7 years 
 
Software
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
3 years 
 
Property, plant and equipment, gross
149,867 
96,097 
Laboratory Equipment
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
7 years 
 
Property, plant and equipment, gross
1,020,158 
994,994 
Leasehold Improvements
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
10 years 
 
Property, plant and equipment, gross
622,772 
603,445 
Manufacturing Equipment
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
Property, plant and equipment, useful life
7 years 
 
Property, plant and equipment, gross
$ 571,187 
$ 177,528 
Property and Equipment - Additional Information (Detail) (USD $)
12 Months Ended 119 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Property, Plant, and Equipment Disclosure [Line Items]
 
 
 
Depreciation expense
$ 303,677 
$ 210,252 
$ 1,650,158 
Minimum
 
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
 
Property, plant and equipment, useful life
3 years 
 
 
Maximum
 
 
 
Property, Plant, and Equipment Disclosure [Line Items]
 
 
 
Property, plant and equipment, useful life
10 years 
 
 
Income Taxes - Additional Information (Detail) (USD $)
Dec. 31, 2012
Dec. 31, 2011
Income Tax Disclosure [Line Items]
 
 
Unused net operating losses
$ 69,000,000 
$ 61,000,000 
Deferred tax asset
$ 23,678,228 
$ 20,876,592 
Net operating losses begin to expire
Dec. 31, 2024 
 
Convertible Promissory Notes - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 119 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended
Jul. 25, 2012
Dec. 31, 2012
Dec. 31, 2012
Jul. 25, 2012
Minimum
Feb. 28, 2013
Conversion of notes to preferred stock then to common stock
Jan. 23, 2013
Subsequent Event
Jan. 29, 2013
Subsequent Event
Jan. 28, 2013
Subsequent Event
Jul. 25, 2012
Conversion of Notes into Series A Preferred Stock
Jul. 25, 2012
Conversion of Notes into Series A Preferred Stock
To partially fund, or an option to partner with Opexa
Jul. 25, 2012
Conversion of Notes into Series A Preferred Stock
Additional capital from any partner, potential partner or any other source
Dec. 31, 2012
Warrant Liability
Jul. 25, 2012
Conversion of Series A Convertible Preferred Stock into common stock
Jul. 25, 2012
Related Party Transactions
Dec. 31, 2012
Related Party Transactions
Warrant Liability
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible secured promissory notes, principal amount
$ 4,085,000 
 
 
 
 
 
 
 
 
 
 
 
 
$ 630,000 
 
Debt Instrument, Maturity Date
Jul. 25, 2014 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument interest payment date description
Interest is payable semi-annually on June 30 and December 31 in either cash or registered shares of common stock, at Opexa's election. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible debt instrument, effective interest rate
12.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible debt, conversion price
$ 100.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Milestone to elect to convert Notes into Series A convertible preferred stock, minimum
 
 
 
 
 
 
 
 
 
5,000,000 
25,000,000 
 
 
 
 
Minimum common stock price required for 20 consecutive trading days to elect to convert
 
 
 
 
 
 
 
 
$ 10.00 
 
 
 
$ 16.00 
 
 
Conversion of Notes to Series A convertible preferred stock, description
 
 
 
 
 
 
 
 
The Notes can be converted into Series A convertible preferred stock at the option of the investors at a price of $100.00 per share, subject to certain limitations and adjustments. Additionally, Opexa can elect to convert the Notes into Series A convertible preferred stock if (i) Opexa’s common stock closes at or above $10.00 per share for 20 consecutive trading days or (ii) Opexa achieves certain additional funding milestones to continue its clinical trial program. These milestones include (x) executing a strategic agreement with a partner or potential partner by which Opexa will receive a minimum of $5 million to partially fund, or an option to partner with Opexa for, its Phase II clinical trial for Tcelna in patients with SPMS and (y) receiving a minimum of $25 million in additional capital (including the Note offering proceeds) from any partner, potential partner or any other source. 
 
 
 
 
 
 
Series A Convertible Preferred Stock, dividend rate
8.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payment description
The Series A convertible preferred stock accrues dividends at the rate of 8%per annum, which are cumulative and payable semi-annually on June 30 and December 31 in either cash or registered shares of common stock at Opexa's election. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series A Convertible Preferred Stock, Liquidation Preference
$ 100.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of preferred stock into common stock, price per share
$ 3.12 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Conversion, Description
 
 
 
 
 
 
 
 
 
 
 
 
Additionally, Opexa can elect to convert the Series A convertible preferred stock into common stock if the Company's common stock closes at or above $16.00 per share for 20 consecutive trading days. 
 
 
Convertible notes, principal amount converted
 
 
 
 
900,000 
 
 
 
 
 
 
 
 
 
 
Restricted cash
 
1,000,000 
1,000,000 
 
 
 
500,000 
500,000 
 
 
 
 
 
 
 
Debt instrument, beneficial conversion feature
1,497,634 
 
 
 
 
 
 
 
 
 
 
 
 
230,969 
 
Warrants issued
957,422 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants exercise price
$ 5.00 
 
 
$ 2.56 
 
$ 1.24 
$ 1.21 
 
 
 
 
 
 
 
 
Warrants term
5 years 
 
 
 
 
5 years 
5 years 
 
 
 
 
 
 
 
 
Warrant excercise terms subject to antidilution adjustment description
As a result of the antidilution adjustment, the number of warrant shares for which the Series I warrant is exercisable was subject to an aggregate increase to 1,436,121 shares of Opexa’s common stock at an adjusted exercise price of $2.56 per share, subject to certain limitations and adjustments. Opexa can redeem the warrants at $0.01 per share if its common stock closes at or above $10.00 per share for 20 consecutive trading days. As a result, Opexa accounted for these reset provisions in accordance with Accounting Standards Codification (“ASC”) ASC 815-40, which requires Opexa to record the warrants as a derivative liability at the grant date and to record changes in fair value relating to the warrants at each subsequent balance sheet date. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant redemption per share description
Opexa can redeem the warrants at $0.01 per share if its common stock closes at or above $10.00 per share for 20 consecutive trading days. 
 
 
 
 
The Company can redeem the warrants at $0.01 per share if the Company’s common stock closes at or above $10.00 per share for 20 consecutive trading days. 
The Company can redeem the warrants at $0.01 per underlying share of common stock if the common stock closes at or above $10.00 per share for 20 consecutive trading days. 
 
 
 
 
 
 
 
 
Discount on warrant
2,314,635 
2,314,635 
5,974,372 
 
 
 
 
 
 
 
 
 
 
 
 
Amortized debt discount
 
 
 
 
 
 
 
 
 
 
 
104,032 
 
 
16,044 
Gain (loss) on derivative instruments
 
552,978 
1,941,826 
 
 
 
 
 
 
 
 
552,978 
 
 
 
Convertible debt, unamortized discount
 
$ 3,708,237 
$ 3,708,237 
 
 
 
 
 
 
 
 
 
 
$ 587,939 
 
Summary of Changes in Convertible Debt Third Parties Net of Unamortized Discount (Detail) (USD $)
12 Months Ended 119 Months Ended
Dec. 31, 2012
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
July 25, 2012 Notes, face value
$ 3,455,000 
 
Discount on convertible debt
(3,708,237)
(3,708,237)
Amortization of debt discount to interest expense through December 31, 2012
(104,032)
(6,856,730)
Balance at December 31, 2012
318,658 
318,658 
Beneficial Conversion Feature
 
 
Debt Instrument [Line Items]
 
 
Discount on convertible debt
(1,266,665)
(1,266,665)
Warrants Attached to Debt
 
 
Debt Instrument [Line Items]
 
 
Discount on convertible debt
(1,957,665)
(1,957,665)
Convertible debt
 
 
Debt Instrument [Line Items]
 
 
Amortization of debt discount to interest expense through December 31, 2012
$ 87,988 
 
Related Party Transactions - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended
Aug. 15, 2012
Jul. 25, 2012
Dec. 31, 2012
Related Party Transaction [Line Items]
 
 
 
Convertible secured promissory notes, principal amount
 
$ 4,085,000 
 
Number of common stock to be issued upon exercise of warrant
 
1,436,121 
 
Fair value of warrants liability
 
356,969 
 
Debt instrument, beneficial conversion feature
 
1,497,634 
 
Convertible debt, unamortized discount
 
 
3,708,237 
Annual compensation to Acting Chief Financial Officer
100,000 
 
37,500 
Accounts payable-related parties
 
 
8,333 
Warrant Liability
 
 
 
Related Party Transaction [Line Items]
 
 
 
Amortized debt discount
 
 
104,032 
Related Party Transactions
 
 
 
Related Party Transaction [Line Items]
 
 
 
Convertible secured promissory notes, principal amount
 
630,000 
 
Number of common stock to be issued upon exercise of warrant
 
221,483 
 
Debt instrument, beneficial conversion feature
 
230,969 
 
Convertible debt, unamortized discount
 
587,939 
 
Related Party Transactions |
Warrant Liability
 
 
 
Related Party Transaction [Line Items]
 
 
 
Amortized debt discount
 
 
$ 16,044 
Fair Value of Derivatives Financial Instruments - Additional Information (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Derivative [Line Items]
 
Derivative liability, written off to additional paid in capital
$ 1,761,657 
Warrants Attached to Debt
 
Derivative [Line Items]
 
Fair value of derivative liabilities at issuance
$ 2,314,635 
Changes in Fair Value of Derivative Financial Instruments Measured at Fair Value on Recurring Basis using Significant Unobservable Inputs (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
 
Balance, beginning of period
   
Realized derivative gains included in other income (expense)
(552,978)
Write off of warrant derivative liability to additional paid in capital
(1,761,657)
Balance, end of period
   
Warrants Attached to Debt
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
 
Fair value of derivative liabilities at issuance
$ 2,314,635 
Variables used in Lattice Option Pricing Model for Derivative Liabilities (Detail)
1 Months Ended
Nov. 8, 2012
Sep. 30, 2012
Jul. 25, 2012
Fair Value Measurements [Line Items]
 
 
 
Market value of common stock on measurement date
$ 1.96 
$ 2.70 
$ 2.56 
Projected exercise price
$ 4.56 
$ 4.52 
$ 5.00 
Risk free interest rate
0.72% 
0.56% 
0.56% 
Warrant lives in years
4 years 8 months 16 days 
4 years 10 months 17 days 
5 years 
Expected volatility
194.00% 
193.00% 
193.00% 
Expected dividend yield
0.00% 
0.00% 
0.00% 
Minimum
 
 
 
Fair Value Measurements [Line Items]
 
 
 
Offering price range
$ 2.56 
$ 2.72 
$ 2.56 
Maximum
 
 
 
Fair Value Measurements [Line Items]
 
 
 
Offering price range
$ 6.56 
$ 6.72 
$ 6.56 
Commitments and Contingencies - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended
Oct. 31, 2005
Times
Dec. 31, 2012
Dec. 31, 2011
Commitment And Contingencies [Line Items]
 
 
 
Operating lease term
10 years 
 
 
Operating lease, number of renewal options
2 
 
 
Operating lease, additional term for each renewal option
5 years 
 
 
Future minimum lease payments for year 2013
 
$ 157,896 
 
Future minimum lease payments for year 2014
 
157,896 
 
Future minimum lease payments for year 2015
 
118,422 
 
Rent expenses
 
$ 136,000 
$ 136,000 
Significant Contractual Service and Milestone Agreements - Additional Information (Detail) (Service agreement with Pharmaceutical Research Associates Inc, USD $)
1 Months Ended 12 Months Ended
Feb. 28, 2012
Dec. 31, 2012
Service agreement with Pharmaceutical Research Associates Inc
 
 
Schedule Of Contractual Commitments [Line Items]
 
 
Upfront cash payment
$ 543,766 
 
Expected future upfront cash payment
37,605 
 
Agreement initial term
4 years 
 
Agreements additional term after renewal in years
1 year 
 
Notice period before termination of agreement
60 days 
 
Total payment charged to expense
 
$ 1,382,236 
Equity - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 119 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Jul. 25, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Nov. 30, 2012
Dec. 31, 2012
Notes Which Mature On July Two Thousand Twelve
Nov. 30, 2012
Purchase Agreement
Agreement
Dec. 31, 2011
Consultant
Jan. 31, 2011
ATM Agreement
Feb. 28, 2011
Public Offering
Nov. 30, 2012
$1.5 Million Purchase Agreement with Lincoln Park
Dec. 31, 2012
$1.5 Million Purchase Agreement with Lincoln Park
Equity Note [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Common shares issued
 
 
 
 
 
163,224 
 
 
96,189 
1,036,622 
56,507 
265,000 
Net proceeds from shares sold
 
 
 
 
 
 
 
 
$ 1,066,286 
 
 
 
Compensation and fees paid
 
 
 
 
 
 
 
 
10,826 
 
 
 
Warrants settlement ratio
 
 
 
 
 
 
 
 
 
Each unit consisting of one share of common stock and a warrant to purchase four-tenths (0.40) of a share of common stock 
 
 
Share issue to public offering, price per share
 
 
 
 
 
 
 
 
 
$ 2.05 
 
 
Proceeds from issuance of common stocks and warrants, gross
 
 
 
 
 
 
 
 
 
8,500,325 
 
 
Warrants, exercise period
 
 
 
 
 
 
 
 
 
5 years 
 
 
Proceeds from issuance of common stocks and warrants, net
 
381,309 
8,618,157 
49,453,797 
 
 
 
 
 
7,551,891 
 
333,970 
Exercise price of warrant
$ 5.00 
 
 
 
 
 
 
 
 
$ 10.44 
 
 
Share issue in exchange of service (in shares)
 
 
 
 
 
 
 
12,576 
 
 
 
 
Share issue in exchange of service, value
 
 
 
 
 
 
 
87,028 
 
 
 
 
Purchase agreement, aggregate shares opexa has right to sell
 
16,500,000 
 
16,500,000 
16,500,000 
 
 
 
 
 
 
1,500,000 
Number of purchase agreements entered
 
 
 
 
 
 
2 
 
 
 
 
 
Common shares issued, value
 
 
 
 
 
 
 
 
 
 
$ 149,131 
 
Common stock issued as fee
 
 
 
 
 
 
 
 
 
 
 
2,610 
Options and Warrants - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended
Jul. 25, 2012
Feb. 28, 2011
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2007
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
411,938 
76,157 
38,138 
193,583 
160,100 
73,475 
Vesting period
 
 
3 years 
 
 
 
 
 
Stock options forfeited and cancelled
 
 
30,241 
18,750 
97,171 
85,605 
31,617 
4,336 
Warrants issued
 
414,650 
 
 
 
 
 
 
Exercise price
$ 2.56 
$ 10.44 
 
 
 
 
 
 
Warrants term
5 years 
5 years 
 
 
 
 
 
 
Aggregate intrinsic value of the outstanding options
 
 
$ 13,846 
$ 227,567 
 
 
 
 
Number of common stock to be issued upon exercise of warrant
1,436,121 
 
 
 
 
 
 
 
Employee Option
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
107,832 
43,750 
 
 
 
 
Weighted average exercise price, Granted
 
 
 
$ 6.24 
 
 
 
 
Stock option, term
 
 
10 years 
10 years 
 
 
 
 
Vesting period
 
 
3 years 
3 years 
 
 
 
 
Fair value of stock granted during period
 
 
$ 381,020 
$ 268,451 
 
 
 
 
Discount rate
 
 
 
3.36% 
 
 
 
 
Stock option expected term
 
 
 
6 years 
 
 
 
 
Volatility rate
 
 
 
192.00% 
 
 
 
 
Expected dividends
 
 
0 
0 
 
 
 
 
Stock options forfeited and cancelled
 
 
4,678 
 
 
 
 
 
Stock-based compensation expense
 
 
549,150 
304,024 
 
 
 
 
Unamortized stock-based compensation expense
 
 
1,142,135 
364,064 
 
 
 
 
Employee Option |
Minimum
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
$ 1.80 
 
 
 
 
 
Discount rate
 
 
1.40% 
 
 
 
 
 
Stock option expected term
 
 
5 years 3 months 
 
 
 
 
 
Volatility rate
 
 
180.00% 
 
 
 
 
 
Employee Option |
Maximum
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
$ 3.80 
 
 
 
 
 
Discount rate
 
 
1.98% 
 
 
 
 
 
Stock option expected term
 
 
7 years 
 
 
 
 
 
Volatility rate
 
 
183.00% 
 
 
 
 
 
Senior management
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
254,756 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
$ 3.80 
 
 
 
 
 
Stock option, term
 
 
10 years 
 
 
 
 
 
Vesting period
 
 
3 years 
 
 
 
 
 
Fair value of stock granted during period
 
 
$ 964,715 
 
 
 
 
 
Discount rate
 
 
1.98% 
 
 
 
 
 
Stock option expected term
 
 
10 years 
 
 
 
 
 
Volatility rate
 
 
183.00% 
 
 
 
 
 
Expected dividends
 
 
0 
 
 
 
 
 
Aggregate number of shares commenced vesting during period
 
 
82,009 
 
 
 
 
 
Directors and Consultants
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
 
32,407 
 
 
 
 
Fair value of stock granted during period
 
 
 
$ 196,783 
 
 
 
 
Expected dividends
 
 
 
0 
 
 
 
 
Stock-based compensation expense
 
 
141,576 
185,890 
 
 
 
 
Unamortized stock-based compensation expense
 
 
14,770 
19,658 
 
 
 
 
Directors and Consultants |
Minimum
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
 
$ 3.80 
 
 
 
 
Stock option, term
 
 
 
2 years 
 
 
 
 
Vesting period
 
 
 
1 year 
 
 
 
 
Discount rate
 
 
 
0.25% 
 
 
 
 
Stock option expected term
 
 
 
2 years 
 
 
 
 
Volatility rate
 
 
 
85.00% 
 
 
 
 
Stock option life, expected term
 
 
 
2 
 
 
 
 
Directors and Consultants |
Maximum
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
 
$ 7.12 
 
 
 
 
Stock option, term
 
 
 
10 years 
 
 
 
 
Vesting period
 
 
 
2 years 
 
 
 
 
Discount rate
 
 
 
3.50% 
 
 
 
 
Stock option expected term
 
 
 
10 years 
 
 
 
 
Volatility rate
 
 
 
198.00% 
 
 
 
 
Stock option life, expected term
 
 
 
5 
 
 
 
 
Warrants
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Shares were forfeited
 
 
464,584 
671,972 
 
 
 
 
Aggregate intrinsic value of the outstanding Warrant
 
 
57,891 
435,913 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
18,750 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
$ 2.04 
 
 
 
 
 
Stock option, term
 
 
10 years 
 
 
 
 
 
Fair value of stock granted during period
 
 
$ 37,096 
 
 
 
 
 
Discount rate
 
 
1.80% 
 
 
 
 
 
Stock option expected term
 
 
5 years 3 months 
 
 
 
 
 
Volatility rate
 
 
185.00% 
 
 
 
 
 
Expected dividends
 
 
0 
 
 
 
 
 
Shares immediately vesting, percent
 
 
33.00% 
 
 
 
 
 
Shares vesting till year end, percent
 
 
33.00% 
 
 
 
 
 
Shares vesting next year, percent
 
 
33.00% 
 
 
 
 
 
Director
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
30,600 
 
 
 
 
 
Weighted average exercise price, Granted
 
 
$ 3.76 
 
 
 
 
 
Fair value of stock granted during period
 
 
$ 111,428 
 
 
 
 
 
Discount rate
 
 
2.03% 
 
 
 
 
 
Stock option expected term
 
 
5 years 3 months 
 
 
 
 
 
Volatility rate
 
 
186.00% 
 
 
 
 
 
Expected dividends
 
 
$ 0 
 
 
 
 
 
Director |
Options to purchase an aggregate of 10,000 shares
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
10,000 
 
 
 
 
 
Stock option, term
 
 
10 years 
 
 
 
 
 
Stock options vesting percentage, immediately from date of grant
 
 
50.00% 
 
 
 
 
 
Stock options vesting percentage, remaining of period
 
 
50.00% 
 
 
 
 
 
Director |
Options to purchase an aggregate of 20, 600 shares
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Number of Shares, Granted
 
 
20,600 
 
 
 
 
 
Stock option, term
 
 
10 years 
 
 
 
 
 
Stock options vesting percentage, immediately from date of grant
 
 
50.00% 
 
 
 
 
 
Stock options vesting percentage, remaining of period
 
 
50.00% 
 
 
 
 
 
Stock Option Shares
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Shares were forfeited
 
 
25,563 
 
 
 
 
 
Stock Incentive Plan 2004
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Share based compensation, common stock shares for issuance
 
 
575,000 
 
 
 
 
 
2010 Plan
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Share based compensation, common stock shares reserved for issuance
 
 
625,000 
 
 
 
 
 
Remaining shares available under the 2004 Plan that carryover to the 2010 Plan
 
 
793,204 
 
 
 
 
 
Summary Information Regarding Options and Warrants (Detail) (USD $)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Dec. 31, 2007
Options
 
 
 
 
 
 
Options outstanding, Beginning balance
442,923 
385,516 
480,833 
388,048 
259,565 
190,426 
Options, Granted
411,938 
76,157 
38,138 
193,583 
160,100 
73,475 
Options, Exercised
 
 
(36,284)
(15,193)
 
 
Options, Forfeited and canceled
(30,241)
(18,750)
(97,171)
(85,605)
(31,617)
(4,336)
Options outstanding, Ending balance
824,620 
442,923 
385,516 
480,833 
388,048 
259,565 
Weighted Average Exercise Price, Options
 
 
 
 
 
 
Weighted average exercise price options, Beginning balance
$ 7.71 
$ 8.60 
$ 14.80 
$ 25.88 
$ 39.16 
$ 45.92 
Weighted average exercise price options, Granted
$ 3.68 
$ 6.29 
$ 8.34 
$ 3.83 
$ 4.50 
$ 21.12 
Weighted average exercise price options, Exercised
 
 
$ 3.56 
$ 4.21 
 
 
Weighted average exercise price options, Forfeited and canceled
$ 11.80 
$ 20.00 
$ 36.62 
$ 42.22 
$ 24.41 
$ 30.96 
Weighted average exercise price options, Ending balance
$ 5.54 
$ 7.71 
$ 8.60 
$ 14.80 
$ 25.88 
$ 39.16 
Warrants
 
 
 
 
 
 
Warrants
 
 
 
 
 
 
Warrants outstanding, Beginning balance
2,607,550 
2,864,873 
3,169,169 
2,599,799 
917,590 
917,590 
Warrants, Granted
1,436,121 
414,649 
1,966 
801,143 
1,682,209 
0 
Warrants, Exercised
0 
0 
(17,102)
(179,691)
 
 
Warrants, Forfeited and canceled
(464,584)
(671,972)
(289,160)
(52,082)
0 
0 
Warrants outstanding, Ending balance
3,579,087 
2,607,550 
2,864,873 
3,169,169 
2,599,799 
917,590 
Weighted Average Exercise Price, Warrants
 
 
 
 
 
 
Weighted average exercise price warrants, Beginning balance
$ 6.66 
$ 11.00 
$ 27.72 
$ 32.60 
$ 78.04 
$ 78.04 
Weighted average exercise price warrants, Granted
$ 2.56 
$ 10.44 
$ 8.00 
$ 6.68 
$ 7.84 
 
Weighted average exercise price warrants, Exercised
 
 
$ 8.40 
$ 6.64 
 
 
Weighted average exercise price warrants, Forfeited and canceled
$ 6.12 
$ 23.72 
$ 117.60 
$ 20.00 
 
 
Weighted average exercise price warrants, Ending balance
$ 5.64 
$ 6.66 
$ 11.00 
$ 27.72 
$ 32.60 
$ 78.04 
Summary of Options Outstanding and Exercisable (Detail) (USD $)
Dec. 31, 2012
$0.88 to $ 4.99
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum
$ 0.88 
Exercise Price Maximum
$ 4.99 
Weighted Average Remaining Contractual Life (years)
5 years 10 months 2 days 
Number of Options Outstanding
599,706 
Number of Options Exercisable
258,337 
$5.00 to $9.99
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum
$ 5.00 
Exercise Price Maximum
$ 9.99 
Weighted Average Remaining Contractual Life (years)
1 year 6 months 29 days 
Number of Options Outstanding
178,054 
Number of Options Exercisable
157,221 
$10.00 to $39.20
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum
$ 10.00 
Exercise Price Maximum
$ 39.20 
Weighted Average Remaining Contractual Life (years)
2 months 16 days 
Number of Options Outstanding
46,860 
Number of Options Exercisable
46,860 
$0.88 to $39.20
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum
$ 0.88 
Exercise Price Maximum
$ 39.20 
Weighted Average Remaining Contractual Life (years)
7 years 7 months 17 days 
Number of Options Outstanding
824,620 
Number of Options Exercisable
462,418 
Summary of Warrant Outstanding and Exercisable (Detail) (Warrants, USD $)
12 Months Ended
Dec. 31, 2012
$0.18 to $ 4.99
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum, warrant
$ 0.18 
Exercise Price Maximum, warrant
$ 4.99 
Weighted Average Remaining Contractual Life (years), warrant
1 year 10 months 10 days 
Number of warrants Outstanding
1,850,102 
Number of warrants Exercisable
413,981 
$5.00 to $9.99
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum, warrant
$ 5.00 
Exercise Price Maximum, warrant
$ 9.99 
Weighted Average Remaining Contractual Life (years), warrant
15 days 
Number of warrants Outstanding
1,068,905 
Number of warrants Exercisable
1,068,905 
$10.00 to $10.44
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum, warrant
$ 10.00 
Exercise Price Maximum, warrant
$ 10.44 
Weighted Average Remaining Contractual Life (years), warrant
6 months 11 days 
Number of warrants Outstanding
660,080 
Number of warrants Exercisable
660,080 
$0.18 to $10.44
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
Exercise Price Minimum, warrant
$ 0.18 
Exercise Price Maximum, warrant
$ 10.44 
Weighted Average Remaining Contractual Life (years), warrant
2 years 5 months 5 days 
Number of warrants Outstanding
3,579,087 
Number of warrants Exercisable
2,142,966 
Licenses and Gain on Extinguishment of Debt - Additional Information (Detail) (USD $)
119 Months Ended 1 Months Ended 12 Months Ended 24 Months Ended 1 Months Ended
Dec. 31, 2012
Jul. 31, 2007
Licensing Agreements
Dec. 31, 2005
Licensing Agreements
Dec. 31, 2004
Licensing Agreements
Jan. 31, 2005
Licensing Agreements
Jun. 30, 2007
Licensing Agreements
Aug. 31, 2009
Technology License Agreement
Licensing Agreements And Debt [Line Items]
 
 
 
 
 
 
 
Consideration paid for contractual agreement
 
 
 
$ 232,742 
 
 
 
Common shares issued (in shares)
 
 
 
 
53,462 
 
 
Common shares issued
 
 
1,868,384 
427,075 
2,295,461 
 
 
Consideration to be paid in cash
 
 
 
1,500,000 
 
 
 
Shares to be issued as consideration of agreement
 
 
 
21,623 
 
 
 
Accrued license fee payable
 
 
 
 
 
112,440 
 
Gain on extinguishment of liability
1,612,440 
1,612,440 
 
 
 
 
 
Proceeds from up front cash payment
 
 
 
 
 
 
3,000,000 
Proceed from technology transfer milestone fee
 
 
 
 
 
 
$ 500,000 
Subsequent Events - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended 119 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended
Jul. 25, 2012
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2012
Nov. 30, 2012
Nov. 30, 2012
$1.5 Million Purchase Agreement with Lincoln Park
Dec. 31, 2012
$1.5 Million Purchase Agreement with Lincoln Park
Jan. 23, 2013
Subsequent Event
Jan. 29, 2013
Subsequent Event
Jan. 28, 2013
Subsequent Event
Jan. 23, 2013
Subsequent Event
Maximum
Feb. 28, 2013
Subsequent Event
Option and License Agreement
Jan. 31, 2013
Subsequent Event
$1.5 Million Purchase Agreement with Lincoln Park
Jan. 31, 2013
Subsequent Event
$1.5 Million Purchase Agreement with Lincoln Park
Issuance of Equity
Feb. 28, 2013
Convertible debt
Feb. 26, 2013
Convertible debt
Jan. 23, 2013
Convertible debt
Feb. 28, 2013
Convertible debt
Common Stock
Jan. 23, 2013
Convertible debt
Related Party
Feb. 11, 2013
Private Registered Offering
Feb. 28, 2013
ATM Agreement
Feb. 28, 2013
ATM Agreement
Maximum
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common shares issued
 
 
 
 
 
56,507 
265,000 
 
 
 
 
 
 
125,000 
 
77,034 
 
288,229 
 
 
167,618 
 
Purchase agreement, aggregate shares opexa has right to sell
 
$ 16,500,000 
 
$ 16,500,000 
$ 16,500,000 
 
$ 1,500,000 
 
 
 
 
 
$ 1,500,000 
 
 
 
 
 
 
 
 
 
Net proceeds from shares sold
 
 
 
 
 
 
 
 
 
 
 
 
 
142,400 
 
 
 
 
 
 
536,417 
 
Common stock issued as fee
 
 
 
 
 
 
2,610 
 
 
 
 
 
 
975 
 
 
 
 
 
 
 
 
Gross proceed from sale of common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
650,000 
 
100,000 
 
 
 
Debt Instrument, Maturity Date
Jul. 25, 2014 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jan. 23, 2014 
 
 
 
 
 
Convertible debt instrument, effective interest rate
12.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12.00% 
 
 
 
 
 
Convertible debt, conversion price
$ 100.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1.30 
 
 
 
 
 
Minimum receipt of proceeds from sale of equity securities and/or as payments from partners to pay any remaining balance of note payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,500,000 
 
 
 
 
 
Number of business days to pay remaining convertible debts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 days 
 
 
 
 
 
Payments for principal and interest
 
 
35,607 
311,222 
 
 
 
 
 
 
 
 
 
 
 
567,368 
 
 
 
 
 
 
Warrant exercise price
$ 5.00 
 
 
 
 
 
 
$ 1.24 
$ 1.21 
 
 
 
 
 
 
 
 
 
 
$ 3.00 
 
 
Warrant term
5 years 
 
 
 
 
 
 
5 years 
5 years 
 
 
 
 
 
 
 
 
 
 
4 years 
 
 
Number of common stock to be issued upon exercise of warrant
1,436,121 
 
 
 
 
 
 
 
187,500 
 
243,750 
 
 
 
 
 
 
 
 
 
 
 
Warrant redemption price per share
 
 
 
 
 
 
 
$ 0.01 
$ 0.01 
 
 
 
 
 
 
 
 
 
 
 
 
 
Terms for warrant redeem
Opexa can redeem the warrants at $0.01 per share if its common stock closes at or above $10.00 per share for 20 consecutive trading days. 
 
 
 
 
 
 
The Company can redeem the warrants at $0.01 per share if the Company’s common stock closes at or above $10.00 per share for 20 consecutive trading days. 
The Company can redeem the warrants at $0.01 per underlying share of common stock if the common stock closes at or above $10.00 per share for 20 consecutive trading days. 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restricted cash
 
1,000,000 
 
1,000,000 
 
 
 
 
500,000 
500,000 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible notes, principal amount converted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
900,000 
 
 
 
 
 
 
 
common stock to be sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
Commission rate on gross proceed for common stock sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.00% 
3.00% 
 
Agent commission and fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,105 
 
Option and License Agreement, upfront payment received
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
Common shares issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,083,334 
 
 
Warrants settlement ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Each unit consisting of one share of common stock and a warrant to purchase half (0.5) a share of common stock 
 
 
Share issue to private offering, price per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 3.00 
 
 
Proceeds from issuance of common stocks and warrants, net
 
$ 381,309 
$ 8,618,157 
$ 49,453,797 
 
 
$ 333,970 
 
 
 
 
 
 
 
 
 
 
 
 
$ 3,250,002