Stockholders' Equity

12 Months Ended

Dec. 31, 2019

2018 Stock Offerings

In 2017, the Company entered into an at the market issuance sales agreement (the “Cowen Agreement”) with Cowen and Company, LLC under which the Company sold shares of its Common Stock having an aggregate offering price of up to $25.0 million. For the year ended December 31, 2018, the Company issued 1,794,621 shares for proceeds of $3.7 million under the Cowen Agreement.

On April 26, 2018, the Company closed subscription agreements with accredited investors who purchased 531,066 shares of the Company’s common stock for a price of $1.4 million or $2.72 per share. Stephen Burns, Benjamin Samuels, Gerald Budde and Julio Rodriguez, executive officers and/or directors of the Company at the time of the offering, participated in this offering.

On June 4, 2018, the Company and holders of Warrants to Purchase Common Stock issued on September 18, 2017 (the “Warrants”) entered into exchange agreements, pursuant to which the Company issued 1,968,736 shares of common stock in exchange for the Warrants. In the second quarter of 2018, the “Down Round” feature of the Warrants was triggered causing the strike price to decrease from $3.80 per share to $2.62 per share. As a result, the Company recorded a $765,179 deemed

dividend which represents the value transferred to the Warrant holders from the Down Round feature. The deemed dividend was recorded as a reduction of Retained Earnings and increase in Additional Paid-in-Capital and increased net loss to common stockholders by the same amount.

In August 2018, the Company entered into an Underwriting Agreement with National Securities Corporation for the public offering of 10,288,800 shares of Common Stock at a price per share of $1.15 for net proceeds of $10.9 million.

2019 Stock Offerings

In February 2019, the Company sold 1,616,683 shares of common stock to investors (the “February 2019 Investors”) for net proceeds of $1.5 million. Through July 2019, if the Company issued shares of its common stock for a lower price per share than the price paid by the February 2019 Investors (a “Down Round”), the Company was required to issue additional shares of common stock (for no additional consideration) resulting in the effective purchase price per share being equal to the purchase price per share paid in the Down Round. On May 1, 2019 the Down Round provision of the agreement was triggered and an additional 116,496 shares of common stock were issued to the February 2019 Investors which was accounted for as a $86,207 deemed dividend. The deemed dividend was recorded as a reduction of Retained Earnings and increase in Additional Paid-in-Capital and increased the net loss to common stockholders by the same amount.

Benjamin Samuels and Gerald Budde, directors of the Company, acquired 841,928 and 26,310 shares of common stock, respectively, as part of the February 2019 offering at a price per share of $0.95, which was above the closing price the date prior to close. They did not receive the Down Round protection.

On May 1, 2019, the Company closed a registered public offering for the sale of 3,957,432 shares of common stock for a purchase price of $0.74 per share for net proceeds of approximately $2.9 million.

In 2019 the Company sold 1,609,373 shares of common stock under the Cowen Agreement for net proceeds of approximately $1.5 million. The Cowen Agreement was canceled in the first quarter of 2019.

Warrants

In connection with the issuance of debt, common stock and preferred stock, the Company has issued warrants to purchase shares of the Company's common stock. The following table summarizes warrant activity:


	Number of Warrants	Weighted Average Exercise Price per Warrant

Balance December 31, 2017	2,618,307	$	5.28
Granted, Arosa Loan Agreement	7,147,147
Granted, Marathon Credit Agreement	8,053,390
Exercised	—
Balance December 31, 2018	17,818,844	1.84
Granted, Series B Preferred Stock	9,262,500
Granted, Marathon Credit Agreement	3,379,466
Granted, Other	66,966
Exercised	—
Balance December 31, 2019	30,527,776	$	1.82

The above table excludes 15,459,016 warrants issued with the Convertible Note. The warrants are only exercisable at the option of the Company following the full or partial redemption of the Convertible Note.