Quarterly report pursuant to Section 13 or 15(d)

Capital Stock

v3.21.2
Capital Stock
3 Months Ended
Jun. 30, 2021
Capital Stock  
Note 8 - Capital Stock

Note 8.  Capital Stock

 

Common Stock Purchase Agreement with Lincoln Park Capital Fund

 

In March 2020, we entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund (Lincoln Park) pursuant to which Lincoln Park committed to purchase up to $10,250,000 of our common stock at market-based prices over a period of 24 months (the LPC Agreement). On March 24, 2020, we sold 500,000 unregistered shares of our common stock (the Initial Purchase Shares) to Lincoln Park under the purchase agreement at a price of $0.50 per share for gross cash proceeds of $250,000 (the Initial Purchase) and we also issued 750,000 unregistered shares of our common stock to Lincoln Park under the terms of the LPC Agreement for its purchase commitments under the LPC Agreement (the Commitment Shares). To satisfy our obligations under the registration rights agreement associated with the LPC Agreement, we filed a Registration Statement on Form S-1 (the LPC Registration Statement) with the SEC on March 31, 2020, which the SEC declared effective on April 14, 2020 (the Commencement Date). The LPC Registration Statement included registration of the Initial Purchase Shares and the Commitment Shares. The fair value of the Commitment Shares, $284,400, determined based on the quoted closing market price of our common stock on March 24, 2020, was a component of deferred offering costs attributable to this offering, which costs were amortized ratably to additional paid-in capital as we sold shares of our common stock to Lincoln Park under the LPC Agreement. Subsequent to the Commencement Date and through July 2020, we sold an additional 6,301,995 registered shares of our common stock to Lincoln Park and received aggregate gross cash proceeds of $2,891,200. We sold no shares of our common stock under the LPC Agreement after July 2020 and through June 2021, when we terminated the LPC Agreement. Upon termination of the LPC Agreement, we expensed the remaining $232,100 of deferred offering costs associated with the LPC Agreement. The expense is reflected as a noncash component of our general and administrative expenses for the quarter ended June 30, 2021 in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.  

 

Conversion of Series D Preferred Stock

 

As described in Note 2, Basis of Presentation, in connection with the December 2020 Public Offering, we issued an aggregate of 2.0 million shares of Series D Preferred which shares were convertible into an aggregate of 46.0 million shares of common stock. At March 31, 2021, there were 402,149 shares of Series D Preferred outstanding. During April 2021, the remaining investors in the December 2020 Public Offering converted their outstanding shares of Series D Preferred into an aggregate of 9,249,427 shares of common stock. As a result, there are no shares of Series D Preferred outstanding. 

 

ATM Agreement

 

In May 2021, we entered into an Open Market Sale Agreement SM (the Sales Agreement) with Jefferies LLC, as sales agent (Jefferies), with respect to an at-the-market offering program (the ATM) under which we may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $75.0 million (the Shares) through Jefferies as our sales agent. Under the Sales Agreement, if and when we direct, Jefferies may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including block transactions, sales made directly on the Nasdaq Capital Market or any other trading market for our common stock. In addition, under the Sales Agreement, Jefferies may sell the Shares in negotiated transactions with our consent. Under certain circumstances, we may instruct Jefferies not to sell the Shares if the sales cannot be effected at or above the price we designate from time to time.

We will pay Jefferies a commission equal to three percent (3.0%) of the aggregate gross proceeds from each sale of the Shares that we direct and that are sold through Jefferies under the Sales Agreement, if any. The Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) the termination of the Sales Agreement by Jefferies or by us, as permitted.

 

Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the S-3 Shelf Registration Statement filed with the SEC on March 15, 2021 and declared effective on March 26, 2021.

 

Exercise and Expiration of Warrants

 

During the quarter ended June 30, 2021, holders of outstanding warrants exercised such warrants to purchase an aggregate of 1,516,768 shares of our common stock and we received cash proceeds of approximately $1,109,700. On May 16, 2021, outstanding warrants to purchase 2,705,883 shares of our common stock at an exercise price of $5.30 per share expired unexercised. There were no warrant exercises during the quarter ended June 30, 2020.

 

Stock Option Exercises and ESPP Purchases

 

During the quarter ended June 30, 2021, holders of outstanding stock options exercised options to purchase an aggregate of 141,449 shares of our common stock and we received cash proceeds of $12,900. Certain of the options were exercised on a net exercise basis and we issued an aggregate of 98,328 shares of our common stock pursuant to the exercises. There were no option exercises during the quarter ended June 30, 2020. On June 30, 2021, our 2019 ESPP completed a purchase period pursuant to which we issued 16,251 shares of common stock and received proceeds of $31,600. On June 30, 2020, our 2019 ESPP completed a purchase period pursuant to which we issued 28,125 shares of common stock and received proceeds of $12,600.

 

Warrants Outstanding

 

The following table summarizes warrants outstanding and exercisable as of June 30, 2021. All outstanding warrants are currently exercisable and the weighted average exercise price of such warrants at June 30, 2021 is $1.25 per share.

 

 

 

 

 

Warrants Outstanding

 

Exercise

 

 

 

and Exercisable at

 

Price

 

 

Expiration

 

June 30,

 

per Share

 

 

Date

 

2021

 

 

 

 

 

 

 

 

$

0.50

 

 

2/28/2022 to 3/31/2024

 

 

4,252,514

 

$

0.73

 

 

7/25/2025

 

 

1,055,475

 

$

0.805

 

 

12/31/2022

 

 

80,431

 

$

1.50

 

 

12/13/2022

 

 

8,165,530

 

$

1.82

 

 

3/7/2023

 

 

1,388,931

 

$

3.51

 

 

12/31/2021

 

 

50,000

 

$

7.00

 

 

3/3/2023

 

 

147,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,139,881

 

 

At June 30, 2021, the shares of common stock underlying all of the outstanding warrants except those having an exercise price of $7.00 per share have been registered for resale by the warrant holders. Additionally, no outstanding warrant is subject to any down round anti-dilution protection features and all of the outstanding warrants are exercisable by the holders only by payment in cash of the stated exercise price per share. Approximately 3.2 million of the warrants indicated as exercisable at $0.50 per share were the subject of a modification in December 2019 to reduce the exercise price to $0.50 per share for a period of two years. If such warrants are not exercised prior to December 4, 2021, the exercise price will revert to pre-modification exercise prices ranging from $1.50 per share to $2.24 per share.