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Stockholders' Equity
12 Months Ended
Dec. 31, 2018
Stockholders' Equity  
Stockholders' Equity

10. Stockholders’ Equity

Common Stock

The holders of common stock are entitled to one vote for each share of common stock held. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of directors.

The holders of non-voting common stock are not entitled to vote, except on an as converted basis with respect to any change of control of the Company that is submitted to the stockholders of the Company for approval. Shares of the Company's non-voting common stock have the same rights to dividends and other distributions and are convertible into shares of the Company's common stock on a one-for-one basis upon transfers to non-affiliates of Nantucket ("former creditor of Napo"), upon the release from escrow of certain non-voting shares held by the former creditors of Napo to the legacy stockholders of Napo under specified conditions and at any time on or after April 1, 2018 at the option of the respective holders thereof.

In June 2018, the Company effected a 1‑for‑15 reverse stock split of the Company's issued and outstanding shares of Common Stock. The reverse split has been reflected in all voting common stock, warrants, and common stock option shares disclosed in these financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split.

In June 2018, the Company decreased its total number of authorized shares of Common Stock such that the total number of the shares that the Company has authority to issue is 210,000,000 shares, of which 150,000,000 shares are Common Stock, 50,000,000 are non-voting common stock and 10,000,000 shares are “blank check” preferred stock.

In October 2018, in a public offering the Company issued and sold 11,575,001 shares of its common stock at $0.60 per share and 3,425,000 pre-funded warrants to purchase shares of common stock at $0.59 per share for gross proceeds of of $9.0 million, The pre-funded warrants were all exercised in October 2018 at an exercise price of $0.01 per share. The net proceeds to the Company from the offering, after deducting underwriters’ discounts and commissions and other offering costs and expenses, was approximately $7.2 million. The pre-funded warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480 and did not meet the definition of a derivative under ASC 815 due to their requiring a substantial upfront payment.

As of December 31, 2018 and 2017, the Company had reserved shares of common stock, on an as-if converted basis, for issuance as follows:

 

 

 

 

 

 

 

    

December 31,

    

December 31,

 

 

2018

 

2017

Options issued and outstanding

 

2,944,148

 

2,984,304

Inducement options issued and outstanding

 

208,865

 

Options available for grant under stock option plans

 

162,892

 

513,385

RSU awards issued and outstanding

 

392,904

 

392,923

Warrants issued and outstanding

 

2,427,653

 

443,756

Convertible notes

 

759,396

 

1,036,717

Total

 

6,895,858

 

5,371,085