Quarterly report pursuant to Section 13 or 15(d)

Capital Structure

v3.20.2
Capital Structure
6 Months Ended
Jun. 30, 2020
Federal Home Loan Banks [Abstract]  
Capital Structure
8. Capital Structure
Common Stock
In February 2020, the Company’s board of directors approved a
1-for-10
reverse stock-split of the Company’s outstanding shares of common stock, warrants and options and options available for future issuance. The stock split became effective on February 3, 2020. Accordingly, all share and per share amounts for prior periods in the accompanying financial statements and notes have been retroactively adjusted, where applicable, to reflect this reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately decreased and the respective per share value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. In addition, the board of directors approved a decrease in the number of authorized shares of common stock from 200,000,000 shares to 125,000,000 shares.
Follow-on
Offerings
On May 27, 2020, the Company completed an underwritten public offering of 11,797,752 shares of its common stock and warrants to purchase an additional 8,848,314 shares of its common stock at an exercise price of $4.90 per share. The public offering price was $4.45
for one
 share of common stock and
an
accompanying warrant
 to purchase 0.75 shares of common stock
, resulting in net proceeds to the Company of approximately $48.9 million after underwriting discounts and commissions and offering expenses payable by the Company. The Company completed a concurrent private placement to Pfizer of 674,156 shares of common stock and an accompanying warrant to purchase an additional 505,617 shares of its common stock at an exercise price of $4.90 per share at a price of $4.45
for one
 share
 
of common stock and an
accompanying warrant to purchase 0.75 shares
 of common stock, resulting in net proceeds to the Company of approximately $3.0 million.
On December 18, 2019, the Company completed an underwritten public offering of 2,565,000 shares of its common stock resulting in gross proceeds to the Company of approximately $10.0 million. On December 12, 2019, the Company completed an underwritten public offering of 3,715,000 shares of its common stock and a concurrent private placement of 1,111,111 shares of common stock to Pfizer resulting in total gross proceeds to the Company of approximately $13.0 million. The combined net proceeds of both public offerings together with the private placement was $21.3 million after underwriting discounts and commissions and offering expenses payable by the Company.
The 2020 Warrants, 2017 Warrants and 2016 Warrants contain a fundamental transaction provision that obligates the Company to cash settle the warrants under a limited set of conditions not entirely within the Company’s control. Due to this conditional obligation, the Company determined that the 2020 Warrants, the 2017 Warrants and the 2016 Warrants should be classified as liabilities in the Company’s consolidated balance sheet. At issuance, the Company determined the fair value of the 2020 Warrants, the 2017 Warrants and 2016 Warrants to be $31.4 million, $12.4 million and $18.6 million, respectively, and reclassified these balances from stockholders’ equity to warrant liability. The fair value of these warrants is
re-measured
at each reporting period and changes in fair value are recognized in the consolidated statement of operations (see Note 4, “Fair Value Measurements”). Additionally, the Company allocated approximately $2.2
 m
illion, $0.9
 m
illion and $1.6 million of issuance costs to the 202
0
Warrants, the 2017 Warrants and 2016 Warrants, respectively, based on the proportion of the proceeds allocated to the fair value of the warrants. The allocated issuance costs were expensed as other expense in the Company’s consolidated statement of operations.
The Pfizer Warrant does not contain the same fundamental transaction provision that obligates the Company to cash settle the warrants under a limited set of conditions not entirely within the Company’s control. Therefore, the Company determined that the Pfizer Warrant should be classified as equity in the Company’s consolidated balance sheet.
Private Placement
On June 12, 2015, the Company closed a private placement of its securities with a group of institutional investors (the “PIPE”).
 
Each investor received one share of common stock and a warrant to purchase
one-half
share of common stock at a price of $42.30 per common share purchased.
 
None of the investor warrants were exercised prior to expiration on June 12, 2018 and therefore have been terminated and are no longer exercisable. The
placement agents in the PIPE received warrants to purchase 4% of the total number of shares of common stock sold in the PIPE (the “Placement Agent Warrants”), for a total of 18,915 shares of common stock underlying the Placement Agent Warrants. The Placement Warrants expired on June 11, 2020 and therefore have been terminated and are no longer exercisable.
Voting
The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings.
Dividends
The holders of shares of common stock are entitled to receive dividends, if and when declared by the board of directors. As of June 30, 2020, no dividends have been declared or paid on the Company’s common stock since inception.
 
Reserved for Future Issuance
The Company has reserved for future issuance the following number of shares of common stock as of June 30, 2020 and December 31, 2019:
 
    
June 30,
2020
    
December 31,
2019
 
Outstanding options to purchase common stock
     1,917,649        1,216,338  
Outstanding warrants to purchase common stock
     12,360,430        3,033,910  
For future issuance under the 2014 Plan
     3,128        101,625  
  
 
 
    
 
 
 
     14,281,207        4,351,873