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Common Stock
12 Months Ended
Dec. 31, 2018
Text Block [Abstract]  
Common Stock

11.

Common Stock

The Company had 200,000,000 and 100,000,000 authorized shares of $0.0001 par value common stock; 9,078,735 and 609,280 shares issued; 9,078,238 and 608,499 shares outstanding at December 31, 2018 and 2017, respectively.

On September 26, 2018, the Company issued an aggregate of 286,633 shares of common stock at a purchase price of $17.02 per share to certain institutional investors in a registered direct offering (the “First Registered Direct Offering”). The net proceeds of the First Registered Direct Offering were $4,334,816, after deducting placement agent fees and offering expenses of $0.5 million.

On October 2, 2018, the Company issued a combined total of 2,400,000 common units and pre-funded units in a public offering (the “Unit Offering”). Each common unit in the Unit Offering was sold at a public offering price of $5.00 and consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $6.00. Each warrant sold in the Unit Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Unit Offering was sold at a public offering price of $4.99 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and a warrant to purchase one share of common stock at an exercise price of $6.00. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants were exercised in full. All of the pre-funded warrants were exercised prior to December 31, 2018. The net proceeds of the Unit Offering were approximately $10,667,505, after deducting the underwriting discount and estimated offering expenses payable by the Company. The entire amount of 2,400,000 common shares issued in connection with the Unit Offering are included in common shares outstanding as of December 31, 2018.

The warrants issued in the Unit Offering are each subject to anti-dilution protection. Accordingly, to the extent we were to issue additional common stock or securities convertible into common stock at an issuance price lower than exercise price of the warrants, the exercise price of the warrants would be adjusted to the lower of (i) the issuance price or (ii) the lowest volume weighted average price of the Company’s common stock on the five trading days following the announcement of the new offering. 

On October 10, 2018, the Company issued a combined total of 4,629,630 common units and pre-funded units to certain institutional investors in a registered direct offering (the “Second Registered Direct Offering”). Each common unit in the Second Registered Direct Offering was sold at a price of $5.40 and consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $5.40. Each warrant sold in the Second Registered Direct Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Second Registered Direct Offering was sold at a public offering price of $5.39 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and a warrant to purchase one share of common stock at an exercise price of $5.40. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants are exercised in full. All of the pre-funded warrants were exercised prior to December 31, 2018. The net proceeds of the Second Registered Direct Offering were approximately $22,400,673, after deducting the underwriting discount and estimated offering expenses payable by the Company. The entire amount of 4,629,630 common shares issued in connection with the Unit Offering are included in common shares outstanding as of December 31, 2018.

On March 12, 2019, the Company issued a combined total of 4,361,370 common units and pre-funded units to certain institutional investors in a registered direct offering (the “Third Registered Direct Offering”). Each common unit in the Third Registered Direct Offering was sold at a price of $3.21 and consisted of one share of common stock and 0.70 of a warrant to purchase one share of common stock at an exercise price of $3.21. Each warrant sold in the Third Registered Direct Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Third Registered Direct Offering was sold at a public offering price of $3.20 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and 0.70 of a warrant to purchase one share of common stock at an exercise price of $3.21. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants are exercised in full. The net proceeds of the Third Registered Direct Offering were approximately 12,691,384, after deducting the underwriting discount and estimated offering expenses payable by the Company.

The warrants issued in both the Unit Offering and the Second Registered Direct Offering were concluded to be equity classified freestanding financial instruments. The Second Registered Direct Offering triggered a down round adjustment to the exercise price of the warrants issued in the Unit Offering from $6.00 to $4.1798. The value of a down round feature is measured as the difference between the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price and the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The Company treated the value of the effect of the reduction in exercise price as a deemed dividend of $780,038 which reduced income available to common shareholders.

The warrants issued in the Third Registered Direct Offering were concluded to be equity classified freestanding financial instruments. The Third Registered Direct Offering triggered an additional down round adjustment to the exercise price of the warrants issued in the Unit Offering from 4.1798 to 2.7568. The Company will treat the value of the effect of the reduction in exercise price as a deemed dividend during the quarter ended March 31, 2019, which will reduce income available to common shareholders.

The voting, dividend and liquidation rights of the common stockholders are subject to and qualified by the rights, powers and preferences of the preferred stock. Common stockholders are entitled to one vote for each share of common stock held at all meetings of stockholders. Common stockholders are entitled to receive dividends declared out of funds legally available, subject to the payment in full of all preferential dividends to which the holders of preferred stock, if any, are entitled. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after the payment of all preferential amounts that the holders of preferred stock are entitled, if any, the common stockholders and preferred holders (on an as-converted basis) share ratably in the remaining assets of the Company available for distribution.

As of December 31, 2018, the Company’s common stock available for future issuance is summarized as follows:

 

Common stock authorized

 

 

200,000,000

 

Common stock issued and reserved for future issuance:

 

 

 

 

Common stock issued and outstanding

 

 

9,078,238

 

Common stock reserved for the exercises of common stock warrants*

 

 

7,345,103

 

Common stock reserved for the exercise of options

 

 

353,274

 

Common stock reserved for other

 

 

497

 

Common stock reserved for future awards under the Plans (Note 13)

 

 

1,499,934

 

Total common stock issued and reserved for future issuance

 

 

18,277,046

 

Unreserved common stock available for future issuance

 

 

181,722,954

 

*The 1,612 warrants for the redeemable preferred stock require 150% common stock reserve