Quarterly report pursuant to Section 13 or 15(d)

Stockholder's Equity

v3.20.1
Stockholder's Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholder's Equity

8.

Stockholders’ Equity

Authorized, Issued, and Outstanding Common Stock

The Company’s authorized common stock has a par value of $0.001 per share and consists of 250,000,000 shares as of March 31, 2020, and December 31, 2019; 97,876,042 and 97,413,721 shares were issued and outstanding at March 31, 2020, and December 31, 2019, respectively.  The following table summarizes common stock share activity for the three months ended March 31, 2020 and 2019 (dollars in thousands): 

 

 

 

Three Months Ended March 31, 2020

 

 

 

Shares of

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Equity

 

Balance, December 31, 2019

 

 

97,413,721

 

 

$

97

 

 

$

284,226

 

 

$

(271,428

)

 

$

12,895

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(7,002

)

 

 

(7,002

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

410

 

 

 

 

 

 

410

 

Common stock issued through employee stock purchase plan

 

 

22,143

 

 

 

 

 

 

18

 

 

 

 

 

 

18

 

Common stock issued, net of expenses

 

 

285,276

 

 

 

1

 

 

 

206

 

 

 

 

 

 

207

 

Common stock issued for vested restricted stock units

 

 

154,902

 

 

 

 

 

 

(73

)

 

 

 

 

 

(73

)

Balance, March 31, 2020

 

 

97,876,042

 

 

$

98

 

 

$

284,787

 

 

$

(278,430

)

 

$

6,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2019

 

 

 

Shares of

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Equity

 

Balance, December 31, 2018

 

 

47,971,989

 

 

$

48

 

 

$

248,895

 

 

$

(217,718

)

 

$

31,225

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(22,908

)

 

 

(22,908

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

492

 

 

 

 

 

 

492

 

Common stock issued through employee stock purchase plan

 

 

19,259

 

 

 

 

 

 

20

 

 

 

 

 

 

20

 

Common stock issued, net of expenses

 

 

2,226,569

 

 

 

2

 

 

 

2,507

 

 

 

 

 

 

2,509

 

Common stock issued for vested restricted stock units

 

 

14,612

 

 

 

 

 

 

(8

)

 

 

 

 

 

(8

)

Balance, March 31, 2019

 

 

50,232,429

 

 

$

50

 

 

$

251,906

 

 

$

(240,626

)

 

$

11,330

 

 

Shares Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as follows:

 

 

March 31, 2020

 

 

December 31, 2019

 

Outstanding stock options

 

7,684,762

 

 

 

5,261,860

 

Outstanding restricted stock units

 

862,514

 

 

 

966,394

 

Warrants to purchase common stock associated with June 2016 Public Offering

 

4,218,750

 

 

 

4,218,750

 

Warrants to purchase common stock associated with March 2018 Public Offering – Series 2

 

7,988,175

 

 

 

7,988,175

 

Warrants to purchase common stock associated with December 2019 Public Offering

 

44,722,222

 

 

 

44,722,222

 

Option to purchase common stock associated with December 2019 Public Offering

 

 

 

 

5,833,333

 

Warrants to purchase common stock associated with Solar loan agreement

 

122,435

 

 

 

122,435

 

For possible future issuance for the conversion of the 6% senior convertible notes

 

11,382,000

 

 

 

11,382,000

 

For possible future issuance under 2014 Equity Incentive Plan (Note 9)

 

1,900,861

 

 

 

554,774

 

For possible future issuance under Employee Stock Purchase Plan

 

81,499

 

 

 

74,231

 

For possible future issuance under 2015 Inducement Award Plan (Note 9)

 

315,500

 

 

 

315,500

 

Total common shares reserved for future issuance

 

79,278,718

 

 

 

81,439,674

 

Convertible Debt and Derivative Liability

In connection with the Company’s issuance of its Notes, the Company bifurcated the embedded conversion option, inclusive of the interest make-whole provision and make-whole fundamental change provision, and recorded the embedded conversion option as a long-term derivative liability in the Company’s balance sheet in accordance with ASC 815, Derivatives and Hedging.  The convertible debt and derivative liability associated with the Notes are presented in total on the accompanying unaudited condensed consolidated balance sheets as the convertible debt and derivative liability.  The derivative liability will be remeasured at each reporting period using the binomial lattice model with changes in fair value recorded in the statements of operations in other (income) expense.  For the three months ended March 31, 2020 and 2019, the Company recorded a gain of $0.7 million and a loss of $3.4 million due to the change in fair value of the derivative liability.

Warrants Associated with June 2016, March 2018, and December 2019 Public Offerings

The outstanding warrants associated with the June 2016, March 2018, and December 2019 public offerings contain a provision where the warrant holder has the option to receive cash, equal to the Black-Scholes fair value of the remaining unexercised portion of the warrant, as cash settlement in the event that there is a fundamental transaction (contractually defined to include various merger, acquisition or stock transfer activities). Due to this provision, ASC 480, Distinguishing Liabilities from Equity, requires that these warrants be classified as liabilities. The fair values of these warrants have been determined using the Black-Scholes valuation model, and the changes in the fair value are recorded in the accompanying unaudited condensed consolidated statements of operations.  During the three months ended March 31, 2020 and 2019, the Company recorded a gain of $4.8 million and a loss of $6.5 million, respectively, due to the change in fair value of the warrant liabilities.  As of March 31, 2020, the fair value of the warrant liabilities was $13.6 million.

Warrant Associated with Solar Loan Agreement

On the closing date of the Company’s previous loan agreement with Solar, pursuant to the loan agreement the Company issued to Solar the warrant to purchase an aggregate of up to 122,435 shares of the Company’s common stock at an exercise price of $3.6754 per share. The warrant will expire five years from the date of the grant. The warrant was classified as equity and recorded at its relative fair value at issuance in the stockholders’ equity section of the balance sheet.