Stockholders' Equity | Stockholders’ Equity Common Stock The Company's common stock trades on the Nasdaq under the symbol “LUMO.” Our shareholders are entitled to one vote for each share of common stock held on all matters to be voted on by shareholders. We have 75,000,000 authorized common shares, par value of $0.01 per share. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the Company stockholders. On December 30, 2020, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (the “Agent”), pursuant to which the Company may offer and sell from time to time through the Agent up to $50.0 million of shares of the Company’s common stock, $0.01 par value (the “Shares”). The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq, on any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company will notify the Agent of the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the Shares. As of December 31, 2020, no shares have been issued under the Sales Agreement. On September 27, 2019, the Company repurchased 176,623 shares of common stock from two stockholders for an aggregate amount of $20. The repurchased shares of common stock were cancelled upon consummation of the Merger. Preferred Stock The Company's amended and restated certificate of incorporation authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.01 per share. Our Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. As of December 31, 2020, the Company had no outstanding preferred stock. Series A and Series B Redeemable Convertible Preferred Stock Prior to the Merger, Private Lumos raised $17.0 million at various times through the issuance of 11,204,513 shares of Series A Preferred Stock and in April 2016, Private Lumos issued 9,966,288 shares of Series B Preferred Stock and raised $34.0 million. As of December 31, 2019, the liquidation value of Series A Preferred Stock and Series B Preferred Stock was $21.9 million and $41.6 million, respectively. Under the terms of the Merger, Private Lumos preferred stockholders received an aggregate of 2,968,465 shares of NewLink common stock (after giving effect to the reverse split) for each share of outstanding Series A Preferred Stock and Series B Preferred Stock of Private Lumos converted at an exchange ratio of 0.0873621142 and 0.1996348626 , respectively . Significant provisions of the Series A Preferred Stock and Series B Preferred Stock are as follows: (a) Dividends From the date of issuance of shares of Series A Preferred Stock, dividends shall accrue equal to 6% of the Original Issue Price. The Original Issue Price for the Series A Initial Closing, Second Closing, Third Closing, and Milestone Closing is $1.49 per share (the “Series A Original Issue Price”). Private Lumos shall not pay any dividends on stock of any other class or series of stock in any calendar year unless the holders of shares of Series B Preferred Stock then outstanding shall first receive a dividend on each share of outstanding stock of Series B equal to 6% of the Original Issue Price. The Original Issue Price for the Series B is $3.41 per share (the “Series B Original Issue Price”). Private Lumos has no obligation to pay such dividends except when, as and if declared by the board of directors (the “Private Lumos Board”). If after the dividends in the full preferential amount described above have been paid in any calendar year, the Private Lumos Board shall declare additional dividends, then such additional dividends shall be declared pro rata on the shares of common and preferred stock on a pari passu basis according to the number of shares of common stock held by such holders. For this purpose, each holder of shares of preferred stock is to be treated as holding the greatest whole number of shares of common stock then issuable upon conversion of all shares of preferred stock held by such holder. Since inception, Private Lumos has not declared or paid any dividends. (b) Voting Each holder of outstanding shares of preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class along with the common stock. The holders of the shares of preferred stock have the right to vote on all significant matters as to which holders of shares of common stock have the right to vote. For as long as at least 15% of the authorized shares of preferred stock remain outstanding, Private Lumos must obtain the affirmative vote or written consent by at least a majority of the then outstanding shares of Series A and Series B Preferred Stock, along with the Private Lumos Board consent to consummate significant transactions, including, but not limited to, the authorization and issuance of additional stock or stock classes, changing the legal form of Private Lumos, and the approval of a deemed liquidation event. (c) Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding up of Private Lumos, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of Private Lumos before any payment shall be made to the holders of shares of Series A Preferred Stock or common stock. The holders of the shares of Series B Preferred Stock shall receive the greater of i) the Series B Original Issue Price per share plus all unpaid accruing dividends, declared or not, on such shares of preferred stock or ii) the amount per share that would have been payable had all preferred stock been converted into common stock immediately prior to such liquidation, dissolution, or winding up. After the payments to the holders of Series B Preferred Stock, the holders of shares of Series A Preferred Stock are entitled to be paid out of the assets of Private Lumos before any payment shall be made to the holders of shares of common stock. The holders of the shares of Series A Preferred Stock shall receive the greater of i) the Series A Original Issue Price per share plus all unpaid accruing dividends, declared or not, on such shares of preferred stock or ii) the amount per share that would have been payable had all preferred stock been converted into common stock immediately prior to such liquidation, dissolution, or winding up. Liquidation payments to preferred stockholders are payable in preference and priority to any payments made to the holders of the then outstanding shares of common stock and any equity securities ranking junior to the preferred stock. After the payments to the holders of Series B Preferred Stock and Series A Preferred Stock, the remaining assets of Private Lumos available for distribution shall be distributed among the holders of shares of Series B Preferred Stock, Series A Preferred Stock and the common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of Private Lumos; provided, however, that each holder of Series A Preferred Stock and Series B Preferred Stock shall not receive aggregate distributions greater than three times the application Original Issue Price. (d) Redemption Upon the request from the holders of a majority of the outstanding shares of preferred stock, including the holders of at least 32.3% of the outstanding shares of Series B Preferred Stock, the Series A and B Preferred Stock would be redeemed by Private Lumos at a price per share equal to the Series A and Series B Preferred Stock Original Issue Price plus all unpaid accruing dividends, declared or not, in three equal annual installments commencing not more than 60 days after the sixth anniversary of issuance of the shares of Series B Preferred Stock in April 2016. Holders may elect a redemption request at any time after April 4, 2023 or upon a deemed liquidation event. Private Lumos has classified the Series A and B Preferred Stock as temporary equity outside of the Stockholders’ Deficit based on the premise that these instruments provide the holder with the option to redeem at a determinable price, and have reflected the value to accreted redemption value at the end of the reporting period. (e) Conversion Each share of Series A and Series B Preferred Stock is convertible at the option of the holder, at any time into that number of fully paid and nonassessable shares of common stock determined by dividing the Original Issue Price of the convertible preferred stock by the conversion price in effect on the date of conversion. |