Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Stockholders' Equity (Deficit)

9. STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

Immediately prior to the effective date of the Merger, the principal and accrued interest under Private Tobira’s outstanding convertible notes converted into shares of Series B Preferred Stock of Private Tobira. Immediately thereafter, all outstanding preferred stock of Private Tobira converted into common stock of Private Tobira.

At the effective date of the Merger, each outstanding share of Private Tobira’s common stock was converted into the right to receive 1.4302 shares of Regado common stock, as renamed Tobira, with cash paid in lieu of any fractional shares.

On May 4, 2015, Tobira entered into the 2015 Purchase Agreement with certain Private Tobira stockholders and other institutional investors which provided for the sale and issuance, promptly after the consummation of the Merger, of 2,542,365 shares of Tobira in the Private Placement at a purchase price of $10.62 per share (which price is equal to the closing price of Tobira’s common stock on April 30, 2015, as adjusted by the one for nine reverse split effected on May 4, 2015) for aggregate gross proceeds of $27.0 million. Issuance costs of $0.2 million were recorded as a reduction to proceeds received in additional paid-in capital.

On June 3, 2015, the Company entered into a sales agreement with Cowen and Company, LLC, or Cowen, to issue shares of common stock at-the-market having an aggregate offering price of up to $40.0 million. Cowen will earn a commission equal to 3.0% of the gross proceeds from the sale of common stock pursuant to the terms of the sales agreement. The agreement may be terminated with advance notice by either party. During August 2015, the Company sold an aggregate of 1,141,970 shares of common stock for gross proceeds of $15.1 million. Issuance costs of $0.7 million were recorded as a reduction to proceeds received in additional paid-in capital.

The Company issued common stock during the nine months ended September 30, 2015 as follows:

	Common Stock Issued and Outstanding (in shares)
Balance at December 31, 2014		403,539
Conversion of convertible notes and accrued interest		3,532,756
Conversion of Series A and B preferred stock		3,916,772
Conversion of Series F preferred stock		222,222
Issuance of shares in connection with the Merger		6,939,282
Issuance of shares for banker fees		78,213
Issuance of shares in connection with the Private Placement		2,542,365
Issuance of shares at-the-market		1,141,970
Issuance of shares from options exercised		32,874
Balance at September 30, 2015		18,809,993