XML 24 R12.htm IDEA: XBRL DOCUMENT v3.20.2
Note F - Common Stock and Warrants
9 Months Ended
Sep. 30, 2020
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
F.
Common Stock and Warrants
 
Authorized,
Issued, and Outstanding Common Shares
 
As of 
September 30, 2020
 and
December 31, 2019
, the Company had authorized shares of common stock of
250,000,000
shares. Of the authorized shares,
72,514,304
and 
36,350,785
shares of common stock were issued and outstanding as of 
September 30, 2020
 and
December 31, 2019
, respectively.
 
As of
 
September 30, 2020
 and
December 31, 2019
, the Company had reserved authorized shares of common stock for future issuance as follows:
 
   
September 30, 2020
   
December 31, 2019
 
Conversion of Deerfield Convertible Note
   
1,275,971
     
1,213,606
 
Conversion of 2021 Notes    
     
175,336
 
Conversion of January 2020 Note
   
544,599
     
 
Conversion of December 2019 Notes not subject to the Deerfield Optional Conversion Feature
   
9,844,933
     
3,186,770
 
Outstanding awards under equity incentive plans
   
5,670,659
     
5,192,222
 
Outstanding common stock warrants
   
2,423,077
     
2,423,077
 
In exchange for the Deerfield Optional Conversion Feature*
   
     
26,439,015
 
Possible future issuances under the equity line of credit    
     
9,553,046
 
Possible future issuances under equity incentive plans
   
803,698
     
84,616
 
Total common shares reserved for future issuance
   
20,562,937
     
48,267,688
 
                 
* Common Stock issuable (i) in exchange of the Deerfield Optional Conversion Feature, or (ii) upon conversion of the Series B-2 Preferred Stock issuable in exchange of the Deerfield Optional Conversion Feature
 
Common Stock Activity
 
The following table summarizes common stock activity for the
 
nine
months ended
September 30, 2020
:
 
   
Shares of Common Stock
 
Balance as of December 31, 2019
   
36,350,785
 
Common stock issued under equity line of credit
   
4,308,637
 
Restricted stock vested during the period
   
60,922
 
Common stock issued as compensation to third-parties
   
39,767
 
Common stock issued as a result of Deerfield Optional Conversion Feature conversion
   
16,000,000
 
Balance as of March 31, 2020    
56,760,111
 
Common stock issued under equity line of credit    
4,959,545
 
Restricted stock vested during the period    
64,277
 
Common stock issued as compensation to third-parties    
189,980
 
Common stock issued as a result of Deerfield Optional Conversion Feature conversion    
5,250,000
 
Balance as of June 30, 2020
   
67,223,913
 
Restricted stock vested during the period    
22,180
 
Common stock issued as compensation to third-parties    
74,726
 
Common stock issued as a result of Deerfield Optional Conversion Feature conversion    
5,189,015
 
Common stock issued as a result of stock option exercise    
4,470
 
Balance as of September 30, 2020    
72,514,304
 
 
Warrants
 
On
June 2, 2014,
pursuant to the terms of the Deerfield Facility Agreement, the Company issued the Deerfield Warrant to purchase
14,423,076
shares of Series D Preferred (Note E). The Company recorded the fair value of the Deerfield Warrant as a debt discount and a warrant liability. The Deerfield Warrant, if unexercised, expires on the earlier of
June 2, 2024,
or upon a liquidation event. Upon completion of the Company's initial public offering (the "IPO"), the Deerfield Warrant automatically converted into a warrant to purchase
1,923,077
shares of the Company's common stock at an exercise price of
$5.85
per share. The Company is amortizing the debt discount over the term of the Deerfield Convertible Note and the expense is recorded as interest expense related to amortization of debt issuance costs and discount in the unaudited condensed statements of operations.
 
The Company determined that the Deerfield Warrant should be recorded as a liability and stated at fair value at each reporting period upon inception. As stated above, upon completion of the IPO, the Deerfield Warrant automatically converted into warrants to purchase the Company's common stock. The Deerfield Warrant remains classified as a liability and is recorded at fair value at each reporting period since it can be settled in cash. Changes to the fair value of the warrant liability are recorded through the unaudited condensed statements of operations as a fair value adjustment (Note H).
 
In connection with a Collaboration and License Agreement (the “APADAZ License Agreement”) with KVK Tech, Inc. (“KVK”), in
October 2018,
the Company issued to KVK a warrant to purchase up to
500,000
shares of common stock of the Company at an exercise price of
$2.30
per share, which reflected the closing price of the Company's common stock on the Nasdaq Global Market on the execution date of the APADAZ License Agreement (the “KVK Warrant”). The KVK Warrant is initially
not
exercisable for any shares of common stock. Upon the achievement of each of
four
specified milestones under the KVK Warrant, the KVK Warrant will become exercisable for an additional
125,000
shares, up to an aggregate of
500,000
shares of the Company's common stock. The exercise price and the number and type of shares underlying the KVK Warrant are subject to adjustment in the event of specified events, including a reclassification of the Company's common stock, a subdivision or combination of the Company's common stock, or in the event of specified dividend payments. The KVK Warrant is exercisable until
October 24, 2023.
Upon exercise, the aggregate exercise price
may
be paid, at KVK's election, in cash or on a net issuance basis, based upon the fair market value of the Company's common stock at the time of exercise.
 
The Company determined that, since KVK qualifies as a customer under ASC
606,
the KVK Warrant should be recorded as a contract asset and recognized as contra-revenue as the Company recognizes revenue from the APADAZ License Agreement. In addition, the Company determined that the KVK Warrant qualifies as a derivative under ASC
815
and should be recorded as a liability and stated at fair value each reporting period. The Company calculates the fair value of the KVK Warrant using a probability-weighted Black-Scholes option pricing model. Changes in fair value resulting from changes in the inputs to the Black Scholes model are accounted for as changes in the fair value of the derivative under ASC
815
and are recorded as fair value adjustment related to derivative and warrant liability in the statements of operations. Changes in the number of shares that are expected to be issued are treated as changes in variable consideration under ASC
606
and are recorded as a change in contract asset in the balance sheets.