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Stockholders' Equity
3 Months Ended
Mar. 31, 2020
Stockholders' Equity  
Stockholders' Equity

10. Stockholders' Equity

Common Stock

As of March 31, 2020 and December 31, 2019, the Company had reserved shares of common stock for issuance as follows:

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

2020

 

2019

 

 

(unaudited)

 

 

Options issued and outstanding

 

4,508,021

 

3,902,675

Inducement options issued and outstanding

 

74

 

74

Options available for grant under stock option plans

 

160,697

 

479,829

Restricted stock unit awards issued and outstanding

 

5,613

 

5,613

Warrants issued and outstanding

 

17,622,930

 

19,421,892

Series A convertible preferred stock

 

473,565

 

473,565

Series B convertible preferred stock

 

4,423,250

 

985,500

Series B-2 convertible preferred stock

 

1,431,460

 

1,931,350

Total

 

28,625,610

 

27,200,498

 

 

 

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 1,050-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.

 

The Company is authorized to issue a total number of 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 are preferred stock.

 

Reverse stock-splits

 

On June 3, 2019, the Company filed the Certificate of Fifth Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-70 reverse stock split of the Company’s issued and outstanding shares of voting common stock, effective June 7, 2019. The reverse split has been retroactively reflected in all voting common stock, warrants, and common stock option shares disclosed in these condensed consolidated financial statements. The non-voting common stock and the convertible preferred stock were excluded from the reverse split.

 

Transactions with Oasis Capital

January 2019 SPA

On January 7, 2019, Jaguar entered into a common stock purchase agreement with Oasis Capital, relating to an offering of an aggregate of up to 76,190 shares of common stock via an equity line of credit. Under the terms of the purchase agreement, the Company has the right to "put," or sell, up to 76,190 shares of common stock to Oasis Capital for an amount equal to the product of (i) the number of shares set forth on the applicable put notice (minus the deposit and clearing fees associated with such purchase) and (ii) a fixed price of $52.50 per share or such other price agreed upon between the Company and Oasis Capital. Jaguar had the option to increase the equity line of credit by an additional 114,286 shares of common stock by notifying Oasis Capital at any time after the effective date of the purchase agreement. In March 2019, Jaguar exercised this option. As of March 31, 2019, the Company had sold all of the 76,190 shares of common stock of the equity line and all 114,286 shares of common stock from the option to Oasis Capital, or a total of 190,476 shares.

March 2019 SPA

In March 2019, Jaguar entered into a securities purchase agreement with Oasis Capital pursuant to which Jaguar agreed to issue and sell, in a registered public offering by Jaguar directly to Oasis, an aggregate of 19,019 shares of common stock at an offering price of $14.00 for gross proceeds of approximately $266,000. Between March 24, 2019, the date of the March CSPA, and March 31, 2020,  the Company sold an aggregate of 19,019 shares of Common Stock pursuant to the CSPA for aggregate gross proceeds of approximately $266,000. 

March 2020 ELOC (Equity Line of Credit)

In March 2020, the Company entered into an equity purchase agreement (the “March 2020 ELOC”) with Oasis Capital, which provides that Oasis Capital is committed to purchase up to an aggregate of $2.0 million shares of the Company’s common stock over the 36-month term of the March 2020 ELOC.

Pursuant to the terms and conditions of the March 2020 ELOC, on any trading day selected by the Company (such date the “Put Date”), after the Securities and Exchange Commission has declared effective the registration statement registering the sale of the shares of Common Stock that may be issued to Oasis Capital LLC under the March 2020 ELOC, the Company has the right, in its sole discretion, to present to Oasis Capital LLC with a purchase notice (each a “Put Notice”), directing Oasis Capital to purchase up to the lesser of (i) 200,000 shares of Common Stock or (ii) 20% of the average trading volume of Common Stock in the 10 trading days immediately preceding the date of such Put Notice, at a per share price equal to $0.436 (each an “Option 1 Put”), provided that the aggregate of all Option 1 Puts and Option 2 Puts (described below) does not exceed $2.0 million.

In addition, on any date on which Oasis Capital LLC receives shares of Common Stock in connection with a Put Notice (the “Clearing Date”), the Company also has the right, in its sole discretion, to present to Oasis Capital with a Put Notice (each an “Option 2 Put”) directing Oasis Capital LLC to purchase an amount of Common Stock equal to the lesser of (i) such amount that equals 10% of the daily trading volume of the Common Stock on the date of such Put Notice and (ii) $200,000, provided that the aggregate amount of the Option 1 Put and Option 2 Put on any Put Date or Clearing Date does not exceed $500,000 and the aggregate amount of all Option 1 Puts and Option 2 Puts does not exceed $2.0 million. The purchase price per share pursuant to such Option 2 Put is equal to $0.436. The Threshold Price (defined later) and the Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the period used to compute the Threshold Price or the Purchase Price.

The Company will control the timing and amount of sales of Common Stock to Oasis Capital LLC. Oasis Capital LLC has no right to require any sales by the Company but is obligated to make purchases from the Company as directed by the Company in accordance with the March 2020 ELOC. The shares to be issued to Oasis under the March 2020 ELOC were registered with the SEC in Apri1 2020. As of March 31, 2020, the Company had not exercised any of its put options to require Oasis to purchase common stock under the equity purchase agreement. On March 24, 2020, the Company entered into an equity purchase agreement with Oasis Capital, LLC, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Oasis Capital is committed to purchase up to an aggregate of $2.0 million of shares of Common Stock over the 36-month term of the ELOC Purchase Agreement. Concurrently with entering into the ELOC Purchase Agreement, the Company also entered into a registration rights agreement with Oasis Capital, in which the Company agreed to file one or more registration statements, registering the sale of the shares of Common Stock that may be issued to Oasis Capital under the ELOC Purchase Agreement. 

March 2020 PIPE Financing

In March 2020, Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 1,714,283 shares of the Company’s common stock, for an aggregate purchase price of approximately $720,000, or $668,578 net of $51,422 of issuance costs.