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Subsequent Events
9 Months Ended
Sep. 30, 2017
Subsequent Events.  
Subsequent Events

 

(18) Subsequent Events

 

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

2017 Follow-on Public Offering

 

On October 30, 2017, the Company completed a follow-on underwritten public offering, in which it sold 33,333,334 shares of common stock at a price to the public of $1.50 per share for aggregate gross proceeds of $50.0 million (“2017 Offering”).  On November 1, 2017, the Company sold an additional 5,000,000 shares of common stock pursuant to the exercise in full of the underwriters’ 30-day option to purchase additional shares of the Company’s common stock at the public offering price less underwriting discount.  The estimated net proceeds to the Company from the 2017 Offering, including the exercise by the underwriters of their option to purchase additional shares and after deducting underwriters’ discounts and commissions and other offering costs and expenses, were approximately $53.8 million.

 

Baker Bros. Advisors LP, and certain of its affiliated funds (collectively, “Baker Brothers”), entities affiliated with two of the Company’s directors, participated in the 2017 Offering and purchased 8,000,000 shares of the Company’s common stock at the price offered to the public.  As of October 30, 2017 Baker Brothers held 18,306,757 shares of the Company’s common stock, warrants to purchase up to 20,316,327 shares of the Company’s common stock at an exercise price of $0.47 per share and pre-funded warrants to purchase up to 22,151,052 shares of the Company’s common stock at an exercise price of $0.01 per share.

 

Common Stock Warrants

 

In October 2017, entities affiliated with Pillar Invest Corporation, a related party, exercised warrants to purchase 6,842,844 shares of common stock at a total exercise price of $4.8 million.

 

 

 

 

 

Proposed Reverse Stock Split Common Stock Offering

 

In October 2017, the Company’s board of directors (the “Board”) adopted, subject to stockholder approval, an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of our common stock by a whole number ratio of not less than 1-for-4 and not more than 1-for-8, and in connection therewith to set the authorized number of shares of common stock at the number determined by calculating the product of 280,000,000 and two times the actual reverse stock split ratio. Also in October 2017, the Board submitted a proposal to its stockholders to approve the amendment to the Company’s Certificate of Incorporation at a special meeting of stockholders expected to be held in January 2018. If approved, the Board would have the authority to set the ratio and timing of the reverse stock split and implement the reverse stock split.