Capital Stock

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Capital Stock

Capital Stock

Exercise of Options

For the six months ended June 30, 2019 and 2018, 529,187 and 302,703 shares, respectively, were exercised at a weighted-average exercise price of $5.37 and $6.14 per share, respectively, with net cash proceeds of $2.8 million and $1.9 million, respectively.

Private Offering

In June 2019, we entered into a Securities Purchase Agreement with an affiliate of Casdin pursuant to which we issued and sold to Casdin 3,048,780 shares of our common stock at a purchase price of $16.40 per share. After deducting legal fees of $74 thousand from the Private Offering, our net proceeds were $49.9 million.

In June 2019, we also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Casdin. Pursuant to the Registration Rights Agreement, we agreed, subject to certain conditions, to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 180 days after the closing of the Private Offering, if we are a “well known seasoned issuer” at such time (210 days if we are not then a “well known seasoned issuer”) for purposes of registering the resale of the Shares and any shares of common stock issued as a dividend or other distribution with respect to the Shares. We also agreed, subject to certain conditions, to use our commercially reasonable best efforts to cause this registration statement to become effective within 180 days after the closing of the Private Offering, if we are a “well known seasoned issuer” at such time (210 days we are not then a “well known seasoned issuer”). We further agreed, among other things, to indemnify the selling holders under the registration statement from certain losses, claims, damages and liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions) incident to the performance of, or compliance with, our obligations under the Registration Rights Agreement.

The Private Offering was exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act, and Regulation D under the Securities Act.