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Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events  
Subsequent Events

Note 13. 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. 

July 2020 Private Placement

 

On July 13, 2020, the Company entered into a Securities Purchase Agreement (the “July 2020 Securities Purchase Agreement”) with Pillar Partners, an existing stockholder and related party as more fully described in Note 11, under which the Company sold in a private placement transaction (i) 749,993 shares of common stock, (ii) pre-funded warrants to purchase up to 2,014,234 shares of common stock, at an exercise price of $0.01 per share, in lieu of certain shares of common stock to the extent that purchasing such shares would have caused Pillar Partners to beneficially own in excess of 19.99% of the total number of shares of the Company’s common stock outstanding post transaction, and (iii) warrants to purchase 2,764,227 shares of the Company’s common stock with an exercise price of $2.58 per share, for aggregate gross proceeds of $5.1 million. Each share (or pre-funded warrant) and the accompanying common warrant had a combined purchase price of $1.845, which included $0.125 for each share of common stock underlying each accompanying warrant.

 

In addition, the Company has agreed to sell to Pillar Partners, at its option, pre-funded warrants to purchase up to 784,615 shares of the Company’s common stock, at an exercise price of $0.01 per share, and warrants to purchase up to 274,615 shares of the Company’s common stock, at an exercise price of $9.75, for aggregate gross proceeds of $5.1 million (the “July 2020 Private Placement Second Closing”). Each pre-funded warrant and the 0.35 associated common warrant will have a combined purchase price of $6.50 ($6.45625 per pre-funded warrant plus $0.04375 per 0.35 associated common warrant). The July 2020 Private Placement Second Closing will occur on or before the tenth Business Day following the ORR Data Announcement (as defined in the Securities Purchase Agreement) and will be held on or before the fifth day following delivery of written notice by Pillar Partners to the Company.

 

Subject to certain beneficial ownership limitation, the pre-funded warrants will be immediately exercisable upon issuance and do not have an expiration date.

The common warrants are exercisable at any time or times upon issuance, provided that Pillar Partners will be prohibited, subject to certain exceptions, from exercising to the extent that immediately prior to or after giving effect to such exercise, Pillar Partners, together with their affiliates and other attribution parties, would own more than 19.99% of the total number of shares of the Company’s common stock then issued and outstanding, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days’ notice to the Company. The common warrants will expire three years from the date of issuance.

Concurrent with the execution of the July 2020 Securities Purchase Agreement, the Company entered into a registration rights agreement (the “July 2020 Registration Rights Agreement”) with Pillar Partners, pursuant to which the Company agreed, following demand by Pillar Partners, to file a registration statement on Form S-3 covering the resale of all of the registrable securities as promptly as reasonably practicable following such demand, and in any event within 60 days of such demand.

The foregoing descriptions of the July 2020 Securities Purchase Agreement, July 2020 Registration Rights Agreement, and the warrants are qualified in their entirety by reference to Exhibits 4.1, 4.2,4.4, and 10.1 of this Form 10-Q, which exhibits are incorporated herein by reference.