Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

v3.21.2
Stockholders' Equity
9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
Stockholders' Equity

7.

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 100,000,000 shares as of September 30, 2021, and December 31, 2020; 23,885,570 and 19,663,698 shares were issued and outstanding at September 30, 2021, and December 31, 2020, respectively.

On July 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation  (the “Amendment”), which became effective on Friday, July 17, 2020, (a) implementing a 1-for-10 reverse stock split of the Company’s common stock and (b) decreasing the number of authorized shares of the Company’s common stock from 250,000,000 shares to 100,000,000 shares.  

The following table summarizes common stock share activity for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

 

 

 

Three Months Ended September 30, 2021

 

 

 

Shares of

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Equity

 

Balance, June 30, 2021

 

 

23,147,552

 

 

$

26

 

 

$

361,925

 

 

$

(329,631

)

 

$

32,320

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(605

)

 

 

(605

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

588

 

 

 

 

 

 

588

 

Common stock issued through employee stock purchase

 

 

2,759

 

 

 

 

 

 

13

 

 

 

 

 

 

13

 

Common stock issued, net of expenses

 

 

733,937

 

 

 

1

 

 

 

5,300

 

 

 

 

 

 

5,301

 

Common stock issued for vested restricted stock units

 

 

1,322

 

 

 

 

 

 

(3

)

 

 

 

 

 

(3

)

Balance, September 30, 2021

 

 

23,885,570

 

 

$

27

 

 

$

367,823

 

 

$

(330,236

)

 

$

37,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months September 30, 2021

 

 

 

Shares of

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Equity

 

Balance, December 31, 2020

 

 

19,663,698

 

 

$

20

 

 

$

349,351

 

 

$

(326,613

)

 

$

22,758

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(3,623

)

 

 

(3,623

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,528

 

 

 

 

 

 

1,528

 

Common stock issued through employee stock purchase

 

 

4,943

 

 

 

 

 

 

22

 

 

 

 

 

 

22

 

Common stock issued, net of expenses

 

 

3,250,739

 

 

 

6

 

 

 

8,707

 

 

 

 

 

 

8,713

 

Common stock issued for conversion of April 2020 Notes

 

 

959,080

 

 

 

1

 

 

 

7,452

 

 

 

 

 

 

7,453

 

Common stock issued for vested restricted stock units

 

 

7,110

 

 

 

 

 

 

(3

)

 

 

 

 

 

(3

)

Vested Loan Agreement warrants

 

 

 

 

 

 

 

 

766

 

 

 

 

 

 

766

 

Balance, September 30, 2021

 

 

23,885,570

 

 

$

27

 

 

$

367,823

 

 

$

(330,236

)

 

$

37,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2020

 

 

 

Shares of

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Equity

 

Balance, June 30, 2020

 

 

10,478,927

 

 

$

10

 

 

$

291,134

 

 

$

(284,811

)

 

$

6,333

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

909

 

 

 

909

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

399

 

 

 

 

 

 

399

 

Common stock issued, net of expenses

 

 

315,939

 

 

 

 

 

 

1,909

 

 

 

 

 

 

1,909

 

Common stock issued through employee stock purchase plan

 

 

2,284

 

 

 

 

 

 

9

 

 

 

 

 

 

9

 

Common stock issued for vested restricted stock units

 

 

969

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Balance, September 30, 2020

 

 

10,798,119

 

 

$

10

 

 

$

293,450

 

 

$

(283,902

)

 

$

9,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2020

 

 

 

Shares of

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders’

Equity

 

Balance, December 31, 2019

 

 

9,741,372

 

 

$

10

 

 

$

284,313

 

 

$

(271,428

)

 

$

12,895

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(12,474

)

 

 

(12,474

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,220

 

 

 

 

 

 

1,220

 

Common stock issued through employee stock purchase plan and stock option plans

 

 

4,652

 

 

 

 

 

 

28

 

 

 

 

 

 

28

 

Common stock issued, net of expenses

 

 

647,504

 

 

 

 

 

 

4,578

 

 

 

 

 

 

4,578

 

Common stock issued for conversion of April 2020 Notes

 

 

316,461

 

 

 

 

 

 

2,784

 

 

 

 

 

 

2,784

 

Common stock issued for commitment shares

 

 

70,910

 

 

 

 

 

 

602

 

 

 

 

 

 

602

 

Common stock issued for vested restricted stock units

 

 

17,220

 

 

 

 

 

 

(75

)

 

 

 

 

 

(75

)

Balance, September 30, 2020

 

 

10,798,119

 

 

$

10

 

 

$

293,450

 

 

$

(283,902

)

 

$

9,558

 

 

 

Shares Reserved for Future Issuance

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

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Outstanding stock options

 

 

1,643,506

 

 

 

830,343

 

Outstanding restricted stock units

 

 

149,134

 

 

 

29,087

 

Warrants to purchase common stock associated with June 2016 Public Offering

 

 

 

 

 

421,867

 

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

 

 

798,810

 

 

 

798,810

 

Warrants to purchase common stock associated with December 2019 Public Offering

 

 

4,472,205

 

 

 

4,472,205

 

Warrants to purchase common stock associated with December 2020 Public Offering - Series 1

 

 

6,439,866

 

 

 

6,800,000

 

Warrants to purchase common stock associated with December 2020 Public Offering - Series 2

 

 

6,800,000

 

 

 

6,800,000

 

Prefunded warrants to purchase common stock associated with December 2020 Public Offering

 

 

3,200,000

 

 

 

5,260,000

 

Warrants to purchase common stock associated with Loan Agreement

 

 

170,410

 

 

 

 

Warrants to purchase common stock associated with Solar loan agreement

 

 

 

 

 

12,243

 

For possible future issuance for the conversion of the March 2019 Notes

 

 

1,138,200

 

 

 

1,138,200

 

For possible future issuance for the conversion of the April 2020 Notes

 

 

 

 

 

1,299,790

 

For possible future issuance under 2014 Plan (Note 8)

 

 

184,497

 

 

 

146,488

 

For possible future issuance under Employee Stock Purchase Plan

 

 

3,893

 

 

 

5,895

 

For possible future issuance under 2015 Plan (Note 8)

 

 

231,450

 

 

 

14,050

 

Total common shares reserved for future issuance

 

 

25,231,971

 

 

 

28,028,978

 

 

Common Stock Purchase Agreement and Sales Agreement

On April 10, 2020, the Company entered into the Common Stock Purchase Agreement with Aspire Capital pursuant to which the Company has the right to sell to Aspire Capital from time to time in its sole discretion up to $20.0 million in shares of the Company’s common stock over the next 30 months, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.  The aggregate number of shares that we can sell to Aspire Capital under the Common Stock Purchase Agreement may in no case exceed 1,956,547 shares of the Company’s common stock (which is equal to approximately 19.99% of the common stock outstanding on the date of the Common Stock Purchase Agreement), including the 70,910 commitment shares (the Exchange Cap), unless either (a) shareholder approval is obtained to issue more, in which case the Exchange Cap will not apply, or (b) the average purchase price of all shares sold under the Common Stock Purchase Agreement exceeds $8.461; provided that at no time shall Aspire Capital (together with its affiliates) beneficially own more than 19.99% of the Company’s common stock.  During the nine months ended September 30, 2021 and 2020, the Company sold 400,000 and 125,000 shares, respectively, of its common stock under the Common Stock Purchase Agreement for gross proceeds of $2.6 million and $0.6 million, respectively.  During the nine months ended September 30, 2021, we sold 430,605 shares of our common stock and received net proceeds of $2.5 million under the Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co. Inc.

Warrants Associated with the March 2018, December 2019, and December 2020 Public Offerings

The outstanding warrants associated with the March 2018, December 2019, and December 2020 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 nine months ended September 30, 2021, 360,134 and 2,060,000 of the December 2020 public offering warrants and prefunded warrants were exercised for proceeds of $2.6 million and $2,000,

respectively.  During the three months ended September 30, 2021 and 2020, the Company recognized gains of $18.8 million and $7.8 million.  During the nine months ended September 30, 2021 and 2020, the Company recognized gains of $35.4 million and $16.1 million, respectively, in the warrant liabilities fair value adjustment.  As of September 30, 2021 and December 31, 2020, the fair value of the warrant liabilities was $15.3 million and $51.2 million, respectively.

Warrants Associated with Loan Agreement

In connection with the entry into the Loan Agreement, the Company issued to each of Hercules and SVB a warrant (collectively, the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Shares”).  The amount of shares that may be purchased for the Warrants, collectively between Hercules and SVB, will not exceed 0.04 multiplied by the aggregate amount of the term loan advances, divided by the exercise price of the Warrants.  At the closing of the Loan Agreement, the Company issued 113,607 warrants to purchase shares of the Company’s common stock and recognized the initial warrants at their relative fair value in shareholder's equity.  In accordance with ASC 815-40, the remaining warrants to purchase shares of the Company’s common stock at closing were recognized at their fair value as warrant liabilities given the variable settlement amount of the warrant shares.