8. Equity Transactions

Preferred Stock

In June 2017, in an underwritten public offering, we issued 22,500 shares of Series N Preferred Stock for gross proceeds of $45.0 million before deducting underwriting commissions and discounts and other offering costs of approximately $2.3 million. BVF Partners L.P., or BVF, an existing stockholder of the Company, was one of our investors in this offering. See

Note 17. Related Party Transactions for further details.

In June 2017, 21,925 shares of Series N Preferred Stock were converted into 14.6 million shares of common stock at a conversion price of $3.00 per share. For the year ended December 31, 2017, we recognized $4.4 million in deemed dividends on preferred stock related to the beneficial conversion feature on our Series N Preferred Stock. There were 575 shares of Series N Preferred Stock outstanding as of December 31, 2017, which were owned by BVF.

In February 2018, the 575 shares of Series N Preferred Stock owned by BVF, along with 8.0 million shares of our common stock owned by BVF were exchanged for 12,575 shares of Series O Preferred Stock. For the year ended December 31, 2018, we recognized $0.1 million in deemed dividends on preferred stock related to the beneficial conversion feature on Series O Preferred Stock. There were 12,575 shares of Series O Preferred Stock outstanding as of December 31, 2018, which are convertible into 8.4 million shares of common stock.

Each share of Series O Preferred Stock is convertible at the option of the holder (subject to certain limitations) into shares of common stock at a conversion price of $3.00 per share of common stock. Each share of Series O Preferred Stock is entitled to a liquidation preference equal to the initial stated value of $2,000 per share, plus any declared and unpaid dividends, and any other payments that may be due on such shares, before any distribution of assets may be made to holders of capital stock ranking junior to the Series O Preferred Stock. The Series O Preferred Stock is not entitled to dividends except to share in any dividends actually paid on common stock or any pari passu or junior securities. The Series O Preferred Stock has no voting rights, except as otherwise expressly provided in the certificate of incorporation of CTI or as otherwise required by law.

Common Stock

In February 2018, we offered and sold 23.0 million shares of our common stock, referred to as the Offering. The price to the public in this Offering was $3.00 per share of common stock. The gross proceeds from the Offering were $69.0 million before deducting underwriting commissions and discounts and other offering costs of approximately $4.8 million.

In November 2018, we entered into a Sales Agreement with Cowen and Company, LLC, or Cowen, to sell shares of our common stock, having aggregate sales proceeds of up to $50.0 million, from time to time, through an “at the market” equity offering program under which Cowen will act as sales agent. Under the Sales Agreement, we will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Cowen may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or on any other existing trading market for the common stock. Cowen will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC. The Sales Agreement may be terminated by us upon five days’ notice to Cowen for any reason or by Cowen upon five days’ notice to us for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. Under the terms of the Sales Agreement, we may also sell shares to Cowen acting as principal for Cowen’s own account at prices agreed upon at the time of sale upon our express authorization. The compensation to Cowen for sales of our common stock will be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. We have no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. For the year ended December 31, 2018, no shares have been sold under the Sales Agreement.

Common Stock Authorized

In May 2017, the Company's Amended and Restated Articles of Incorporation were amended to increase the total number of authorized shares of common stock from 41.5 million to 81.5 million.

In May 2018, the Company's certificate of incorporation was amended to increase the total number of authorized shares of common stock from 81.5 million to 101.5 million.

Common Stock Reserved

A summary of common stock reserved for issuance is as follows as of December 31, 2018 (in thousands):



Equity incentive plans	9,203
Option agreement with Adam R. Craig	1,120
Common stock purchase warrants	514
Series O convertible preferred stock	8,383
Employee stock purchase plan	178
Total common stock reserved	19,398

Warrants

Warrants to purchase up to 29,239 shares of our common stock with an exercise price of $17.10 per share, issued in connection with the Third Amendment to the Loan Agreement with Hercules in 2015, were outstanding and exercisable as of December 31, 2018.

Warrants to purchase up to 190,140 shares of our common stock with an exercise price of $2.84 per share, issued in connection with the Loan and Security Agreement with SVB in 2017, were outstanding as of December 31, 2018. Of this amount, warrants to purchase up to 169,014 shares of our common stock were exercisable as of December 31, 2018.

Warrants to purchase up to 294,117 shares of our common stock with an exercise price of $1.70 per share, which were issued to our vendor in 2018 as part of compensation for services, were outstanding but remained unexercisable as of December 31, 2018.