Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders’ Equity

Registered Direct Offering - December 2019

On November 27, 2019 the Company entered into a securities purchase agreement with several institutional investors providing for the issuance and sale of an aggregate of 2,181,034 shares of common stock at a price of $1.45 per share in a registered direct offering. The aggregate net proceeds from the offering were $3.1 million after deducting offering expenses, of which $0.1 million were accrued at December 31, 2019. An affiliate of one of the Company's directors, purchased 689,655 shares in this offering at the same price as other investors.

At-the-Market Offering Program - 2019

On August 19, 2019, the Company entered into a sales agreement with BTIG, LLC, as sales agent, to establish an at-the-market offering program, under which the Company is permitted to offer and sell, from time to time, shares of common stock having a maximum aggregate offering price of up to $15.0 million. The Company is required to pay BTIG a commission of 3% of the gross proceeds from the sale of shares and has also agreed to provide BTIG with customary indemnification rights. The ATM program will remain in full force and effect until the earlier of the sale of all of the shares under the ATM program or the termination of the sales agreement by the Company or BTIG. During the year ended December 31, 2019, the Company had issued and sold 3,599,141 shares of common stock at an average price of $1.57 per share under the ATM program. The net proceeds were approximately $5.2 million after BTIG's commission of $0.2 million and other offering expenses, of which $0.1 million were accrued at December 31, 2019.

Public Offering - April 2019

On April 11, 2019, the Company closed a public offering of 5,000,000 shares of common stock at a price to the underwriter of $3.29 per share. on May 8, 2019, the underwriter purchased an additional 750,000 shares at a price to the underwriter of $3.29 per share pursuant to the exercise of the underwriter's option to purchase additional shares. The aggregate net proceeds were approximately $18.3 million, after deducting underwriting costs and offering expenses. An affiliate of one of the Company's directors and an executive officer purchased an aggregate of 528,571 shares in this offering at the same price as other investors.

Public Offering - April 2018

On April 3, 2018, the Company completed a registered public offering of 10,000,000 shares of common stock at a price of $5.00 per share. The total proceeds from the offering were approximately $45.6 million, net of underwriter's discounts and commissions and offering expenses.

Equity Line of Credit

On October 20, 2017, the Company entered into a purchase agreement and a registration rights agreement with an accredited investor, Lincoln Park, providing for the purchase of up to $35.0 million worth of the Company’s common stock over a 30-month-term that commenced on November 21, 2017 ("Equity Line of Credit").

On August 22, 2019, the Company terminated its purchase agreement with Lincoln Park. No sales of common stock were made under the agreement.

On October 20, 2017, the Company issued 11,375 shares of its common stock, as initial commitment shares, to Lincoln Park with a fair value of $15.30 per share. The value of the commitment shares and professional service fees to secure the Equity Line of Credit were recorded as deferred financing costs and were being amortized as interest expense over the term of the Equity Line of Credit, as there was no guarantee that additional shares would be sold under the Equity Line of Credit. Deferred financing costs of $0.2 million were recorded in prepaid expenses and other current assets and long-term assets in the accompanying balance sheet as of December 31, 2018. The remaining $88,000 of deferred financing costs at the date of termination were recorded as other expense in the statement of operations for the year ended December 31, 2019.

Warrants

The following table summarizes the Company's issued and outstanding warrants:



	Expiration Date	Exercise Price		Warrants Outstanding as of December 31, 2019	Warrants Outstanding as of December 31, 2018
Trinity - September 2018	9/25/2025	$	3.59	75,000	75,000
PIPE Financing - Series B - August 2016	8/19/2021	$	31.00	195,906	195,906
Amendment to Hercules Term Loan - June 2015	6/23/2020	$	147.40	2,035	2,035
Hercules Term Loan - June 2014	1/27/2020	$	176.80	1,583	1,583
Total				274,524	274,524

Each warrant grants the holder the right to purchase one share of common stock. Equity warrants are recorded at their relative fair market value in the stockholders’ equity section of the balance sheet. The Company’s equity warrants can only be settled through the issuance of shares and do not have any anti-dilution or price reset provision.

Trinity

In connection with its build-to-suit arrangement, the Company issued the Trinity Warrants for a total of 75,000 shares of common stock at an exercise price of $3.59 per share. The Trinity Warrants expire on September 25, 2025. Proceeds allocated to the Trinity Warrants based on their relative fair value approximated $0.2 million and were recorded as a discount to the initial $5.0 million drawdown under the Trinity financing arrangement and are being amortized as interest over the 36-month-term of the September 2018 drawdown.

Private Investment in Public Equity (“PIPE”) – August 2016

On August 15, 2016, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) between the Company and certain investors, including members of the Company’s board of directors and executive management, pursuant to which the Company sold and issued shares of common stock and warrants to purchase shares of common stock for aggregate gross proceeds of $7.5 million. Costs related to the offering were $0.9 million. Pursuant to the Purchase Agreement, the Company sold 239,997 common shares at $26.40 per common share. Additionally, 480,000 warrants were sold, at a price of $2.50 per warrant. Each warrant grants the holder the right to purchase one share of the Company’s common stock. The Company granted 239,997 Series A Warrants, which expired in August 2017. The Company granted 239,997 Series B Warrants, which have a per share exercise price of $31.00 and expire in August 2021. Certain of the Company's board of director and executive officers purchased an aggregate of 13,771 shares of common stock and an aggregate of 27,542 warrants in this offering at the same price as the other investors. As of December 31, 2019, 195,906 warrants, which were issued in conjunction with the PIPE, remain outstanding.

Hercules Warrants

In June 2015, when the Company entered into the first amendment to the Hercules Term Loan, the Company issued Hercules warrants to purchase 2,035 shares of the Company’s common stock at an exercise price of $147.40 per share.

In connection with the Company’s entry into the Hercules Term Loan in June 2014, the Company issued Hercules warrants to purchase 1,583 shares of the Company’s common stock at an exercise price of $176.80 per share.