XML 37 R18.htm IDEA: XBRL DOCUMENT v3.22.0.1
Preferred and Common Stock Warrants
 12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Preferred and Common Stock Warrants PREFERRED AND COMMON STOCK WARRANTS
Prior to the Merger, the Company issued warrants for the purchase of its preferred stock and had classified these preferred stock warrants as a liability on its consolidated balance sheet as the warrants were deemed to be freestanding financial instruments that may have required the Company to transfer assets upon exercise. The liability associated with each of these warrants was initially recorded at fair value upon the issuance date of each warrant and was subsequently remeasured to fair value as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Upon the closing of the Merger, pursuant to the Merger Agreement, all of the outstanding X4 preferred stock was converted to common stock and the X4 preferred stock warrants converted to warrants for the purchase of common stock. The Company assessed the features of the warrants and determined that they qualified for classification as permanent equity upon the closing of the Merger. Accordingly, the Company remeasured the warrants to fair value upon the closing of the Merger, which was $5.2 million at March 13, 2019, with $288 thousand of expense recorded during the three months ended March 31, 2019. Upon the closing of the Merger, the warrant liability was reclassified to additional paid-in capital.
In connection with its issuance of common stock in public offerings that closed on April 16, 2019 and November 29, 2019, the Company issued 3,900,000 Class A warrants, which are exercisable for shares of the Company's common stock, and 5,416,667 Class B warrants, which are exercisable for shares of the Company's common stock or prefunded warrants to purchase shares of the Company's common stock. The Class A warrants have an exercise price of $13.20 per warrant, expire on April 15, 2024 and were immediately exercisable upon issuance. The Class B warrants were immediately exercisable upon issuance, had an initial exercise price of $15.00 per share and expire on a date that is the earlier of (a) the date that is 30 calendar days from the date on which the Company issues a press release announcing top-line data from its Phase 3 clinical trial of mavorixafor for the treatment of patients with WHIM syndrome (or, if such date is not a business day, the next business day) and (b) November 28, 2024. The Class B warrants have a contingent price adjustment feature pursuant to which the exercise price of the Class B warrants is adjusted to the lowest weighted average offering price at which the Company sells its common stock or certain securities convertible into or exercisable for the Company’s common stock in one or more subsequent offerings, if the weighted average offering price for such offering is below $15.00. As a result of the sales of the Company’s stock at below $15.00 during the year ended December 31, 2021, the exercise price of the Class B Warrants was ultimately adjusted to $3.65. On March 23, 2021, the Company completed a private placement sale of its common stock priced at $8.70 and in the fourth quarter of 2021, the Company sold shares of its common stock at various price points, the lowest of which was $3.65. Accordingly, the exercise price of the Class B warrants was ultimately adjusted to $3.65 as of December 31, 2021.
In March 2021, in connection with the sale of its common stock in a private placement, the Company issued pre-funded warrants to purchase an aggregate of 50,000 shares of common stock at a price of $8.70 per share of common stock (or $8.69 per pre-funded warrant). The price per pre-funded warrant represents the price of $8.70 per share sold in the private placement, minus the $0.01 per share exercise price of each such pre-funded warrant. The pre-funded warrants are exercisable, subject to certain beneficial ownership restrictions, at any time after their original issuance and will not expire.
In November 2021, the Company entered into a securities purchase agreement pursuant to which it agreed to issue and sell to an investor, in a private placement, pre-funded warrants to purchase an aggregate of 2,008,032 shares of the Company’s common stock at a purchase price of $4.97 per pre-funded warrant (representing the price of $4.98 per share in the private placement, minus the $0.01 per share exercise price of each such pre-funded warrant). The pre-funded warrants are exercisable at any time after their original issuance and will not expire.
The following table provides a roll forward of outstanding warrants for the period ended December 31, 2021:

Number of warrants

Weighted
Average
Exercise
Price

Weighted
Average
Contractual
Term (Years)
Outstanding and exercisable as of December 31, 202013,354,403 

$13.52 

3.7
Issued2,058,032 
Exercised(2,130,000)
Expired(25,275)
Outstanding and exercisable as of December 31, 202113,257,160 $7.96 2.7
As of December 31, 2021, the Company’s outstanding warrants to purchase shares of common stock consisted of the following:
Issuance Date

Number of
Shares of
Common
Stock Issuable

Exercise
Price

Expiration Date
October 25, 20165,155 

$19.78 

October 24, 2026
December 28, 2017115,916 

$19.78 

December 28, 2027
September 12, 201820,220 

$19.78 

September 12, 2028
October 19, 201820,016 

$19.78 

October 19, 2028
March 13, 20195,000 

$19.78 

March 12, 2029
April 16, 20193,866,154 

$13.20 

April 15, 2024
November 29, 20195,416,667 $3.65 November 28, 2024
November 29, 20191,750,000 $12.00 (a)n/a
March 23, 202150,000 $8.70 (b)n/a
November 9, 20212,008,032 $4.98 (c)n/a

13,257,160 


(a) In November 2019, the Company received $11.999 per pre-funded warrant, or $21.0 million in aggregate proceeds. Each pre-funded warrant may be exercised for an additional $0.001 per pre-funded warrant.
(b) In March 2021, the Company received $8.69 per pre-funded warrant, or $435 thousand in aggregate proceeds. Each pre-funded warrant may be exercised for an additional $0.01 per pre-funded warrant.
(c) In November 2021, the Company received $4.97 per pre-funded warrant, or $10.0 million in aggregate proceeds. Each pre-funded warrant may be exercised for an additional $0.01 per pre-funded warrant.