Note

- Stockholders’ Equity

Private Placement Offerings

December 2019

Private Placement Financing

December 6, 2019

we completed the

December 2019

Private Placement Financing with select institutional investors, in which we issued and sold an aggregate of

2,916,666

shares of common stock at a price per share of

$9.06,

for an aggregate purchase price of approximately

$26.4

million. Included in the purchase price, LPH II converted

$2.95

million of existing debt obligations on the same terms as the other select institutional investors. In connection with this offering, we issued warrants, or the Series I Warrants, to purchase up to an aggregate of

1,458,333

shares of common stock at an exercise price equal to

$12.09

per share, which are exercisable on the

six

-month anniversary of date of issuance and through the

five

-year anniversary of the date of issuance. The Series I Warrants (i)

may

be exercised for cash or on a cashless basis if there is

effective registration statement registering the resale of the warrant shares, (ii)

may

not

be exercised to the extent that following such exercise, the holder would beneficially own more than

4.99%

(or such other percent as designated by each holder

not

to exceed

19.99%

) of our outstanding shares of common stock, and (iii) contain customary provisions that adjust the exercise price and the number of shares of common stock into which the Series I Warrants are exercisable in the event of a corporate transaction. Our Registration Statement on Form S-

filed with the SEC on

January 21, 2020,

registered the

2,916,666

shares of common stock sold and

1,458,333

shares of common stock underlying the Series I Warrants.

December 2018

Private Placement Financing

December 21, 2018,

we completed a private placement offering with select institutional investors for the purchase of an aggregate of

3,928,513

shares of common stock at a price per share of

$9.9396,

for an aggregate purchase price of approximately

$39.0

million, or the

2018

Private Placement Financing. Included in the purchase price, each of LPH II, an affiliate of Lee’s, and Battelle converted

$6.0

million and

$1.0

million, respectively, of existing debt obligations on the same terms as the other select institutional investors. In connection with this offering, we issued (i) Series F Warrants to purchase an aggregate of

667,847

shares of common stock at an exercise price equal to

$11.04

per share, which are exercisable through the

-month anniversary of the date of issuance, or the Series F Warrants, and (ii) Series G Warrants to purchase an aggregate of

1,296,410

shares of common stock at an exercise price equal to

$12.15

per share, which are exercisable through the

-year anniversary of the date of issuance, or the Series G Warrants and, together with the Series F Warrants, the

December 2018

Warrants. The

December 2018

Warrants (i)

may

not

be exercised to the extent that following such exercise, the holder would beneficially own more than

9.99%

(or other percent as designated by each holder) of our outstanding shares of common stock, and (ii) contain customary provisions that adjust the exercise price and the number of shares of common stock into which the

December 2018

Warrants are exercisable in the event of a corporate transaction.

April 2018

Private Placement Financing

April 2018,

we completed a private placement with LPH II for the purchase of

$2.6

million of our common stock and warrants to purchase our common stock at a purchase price per share of

$14.40.

In connection with this offering, we issued

180,555

shares of common stock and warrants to purchase

45,139

shares of common stock at an exercise price of

$16.56

per share. The warrants are exercisable after

months and through the

seventh

anniversary of the issue date.

Common Shares Reserved for Future Issuance

Common shares reserved for potential future issuance upon exercise of warrants

The chart below summarizes shares of our common stock reserved for future issuance upon the exercise of warrants:

	December 31,						Expiration
(in thousands, except price per share data)	2019		2018		Exercise Price		Date

Investors - December 2019 financing		1,458		-	$	12.09	12/06/24
Investors - AEROSURF		988		988	$	-	02/14/24
Investors - December 2018 financing - long-term		1,296		1,296	$	12.15	12/04/23
Investors - December 2018 financing - short-term		668		668	$	11.04	06/24/20
Battelle - 2018 payables restructuring agreement (1)		25		25	$	19.50	12/07/23
Panacea Venture Management Company Ltd.		63		63	$	12.00	07/02/23
LPH II Investments Limited		45		45	$	16.56	04/04/25
Investors - February 2017 financing		117		117	$	82.20	02/15/24
Investors - July 2015 financing		80		80	$	588.00	07/22/22
Battelle - 2014 collaboration agreement		1		1	$	4,200.00	10/10/24
Total		4,741		3,283

(

)

See, -

Note

- Collaboration, Licensing and Research Funding Agreements, for further details on the Battelle collaboration agreement.

Common shares reserved for potential future issuance upon exercise of stock options or granting of additional equity incentive awards

December 24, 2018,

the Compensation Committee of our Board of Directors approved an increase in the number of shares available for issuance under the Plan by approximately

1.4

million shares, which increase was also approved by an action by written consent without a meeting of holders of a majority of our outstanding shares of common stock.

As of

December 31, 2019

and

2018,

we had

0.1

million and

0.5

million shares, respectively, available for potential future issuance under the

2011

Plan.