Common Stock Warrants

3 Months Ended

Mar. 31, 2022

COMMON STOCK AND COMMON STOCK WARRANTS

As of March 31, 2022 and December 31, 2021, the Company’s Restated Certificate of Incorporation authorized the Company to issue 125,000,000 shares of common stock, par value $0.001 per share. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of any preferred stock that may be issued. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. No cash dividends have been declared or paid to date.

On March 3, 2022, the Company entered into a securities purchase agreement pursuant to which it agreed to issue and sell to an investor (the “Investor”), in a private placement (the “Q1 2022 Private Placement”), 900,000 shares of common stock at a price of $1.80 per share, which represents the volume weighted average price per share of the Company’s common stock as quoted on the Nasdaq Stock Market for the thirty (30) consecutive-day trading day period ending on March 2, 2022, and pre-funded warrants to purchase 766,666 shares of common stock at a purchase price of $1.79 per pre-funded warrant (representing the price of $1.80 per share minus the $0.01 per share exercise price of each such prefunded warrant). The pre-funded warrants are exercisable at any time after their original issuance date and will have no expiration date. The Q1 2022 Private Placement closed on March 7, 2022 and the Company received gross proceeds of 3.0 million, before deducting offering expenses payable by the Company.

Also, on March 3, 2022, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to register for resale the shares of common stock purchased by the Investor and the shares of common stock underlying the pre-funded warrants held by the Investor (the “Registrable Securities”). Pursuant to the Registration Rights Agreement, the Company filed a registration statement covering the resale of the Registrable Securities on April 22, 2022.

In connection with its issuance of common stock in a public offering that closed on November 29, 2019, the Company issued 5,416,667 Class B warrants, which are exercisable for shares of the Company’s common stock or pre-funded warrants to purchase shares of the Company's common stock. 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. On March 3, 2022, the exercise price of the Class B warrants was adjusted to $1.80 as a result of the Q1 2022 Private Placement.

In connection with previous equity offerings, the Company has issued pre-funded warrants, which are exercisable into one share of the Company's common stock, are immediately exercisable upon issuance, and for which the remaining exercise price is equal to or less than $0.01 per share.

The following table provides a roll forward of outstanding warrants for the three month period ended March 31, 2022:


	Number of warrants	Weighted Average Exercise Price	Weighted Average Contractual Term (Years)
Outstanding and exercisable warrants to purchase common shares as of December 31, 2021	13,257,160	$7.96	2.72
Issued	766,666	$1.80
Exercised	(100)

Outstanding and exercisable warrants to purchase common shares as of March 31, 2022	14,023,726	$6.91	2.47

As of March 31, 2022, 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, 2016	5,155	$	19.78		October 24, 2026
December 28, 2017	115,916	$	19.78		December 28, 2027
September 12, 2018	20,220	$	19.78		September 12, 2028
October 19, 2018	20,016	$	19.78		October 19, 2028
March 13, 2019	5,000	$	19.78		March 12, 2029
April 16, 2019	3,866,154	$	13.20		April 15, 2024
November 29, 2019	5,416,567	$	1.80		November 28, 2024
November 29, 2019	1,750,000	$	12.00	(a)	n/a
March 23, 2021	50,000	$	8.70	(b)	n/a
November 9, 2021	2,008,032	$	4.98	(c)	n/a
March 3, 2022	766,666	$	1.80	(d)	n/a
	14,023,726

(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.

(d) In March 2022, the Company received $1.79 per pre-funded warrant, or $3.0 million in aggregate proceeds. Each pre-funded warrant may be exercised for an additional $0.01 per pre-funded warrant.