Stockholders' Equity | Note 9. Stockholders’ Equity. Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001. Shares of Company preferred stock may be issued from time to time in one or more series and/or classes, each of which will have such distinctive designation or title as shall be determined by the Company’s Board prior to the issuance of any shares of such series or class. The Company preferred stock will have such voting powers, full or limited or no voting powers and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such series or class of Company preferred stock as may be adopted from time to time by the Company’s Board prior to the issuance of any shares thereof. No shares of Company preferred stock are currently issued or outstanding. In connection with the Securities Purchase Agreement, dated January 7, 2020, between the Company and Eagle (the “Eagle SPA”), the Company designated and reserved 10,000 shares as Series A Preferred Stock. The Series A Preferred Stock shares rank senior to the Company’s common stock and have no voting rights. The shares, if issued, would be convertible into common stock and will have a conversion ratio equal to the quotient of $1,000 divided by an amount equal to 1.15 times the average of the volume weighted average price of the Company’s Common Stock for the seven trading days immediately following announcement of the Milestone Event (as defined in the SPA). Common Stock Voting Each holder of Company common stock is entitled to one vote for each share thereof held by such holder at all meetings of stockholders (and written action in lieu of meetings). The number of authorized shares of Company common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of majority of the combined number of issued and outstanding shares of the Company. Dividends Dividends may be declared and paid on the Company common stock from funds lawfully available therefore, as and when determined by the Board. Liquidation In the event of the liquidation, dissolution, or winding-up of the Company, holders of Company common stock will be entitled to receive all assets of the Company available for distribution to its stockholders. March 2017 PPO On March 10, 2017, the Company raised $9.2 million in gross proceeds through a private placement (“March 2017 Private Placement”) of 3,588,620 shares of our common stock and 3,588,620 common stock purchase warrants (each, a “Warrant”). Each Warrant entitled its holder to purchase one share of common stock (each, a “Warrant Share”) at an exercise price of $3.00 per Warrant Share, subject to adjustment. The warrants were set to expire two years from the date of issuance and vested immediately. On March 15, 2019, the Board extended the expiration date of the 3,245,288 outstanding warrants through September 30, 2019. On September 30, 2019, the outstanding warrants expired without being exercised. April 2017 PPO In April 2017, the Company raised $2.7 million in gross proceeds through a private placement (“April 2017 Private Placement”) of 1,069,603 shares of common stock and 1,069,603 common stock purchase warrants (each, a “Warrant”). Each Warrant entitled its holder to purchase one share of common stock (each, a “Warrant Share”) at an exercise price of $3.00 per Warrant Share. The warrants were set to expire two years from the date of issuance and vested immediately. On March 15, 2019, the Board extended the expiration date of the 238,233 outstanding warrants through September 30, 2019. On September 30, 2019, the outstanding warrants expired without being exercised. The Company considers the extensions to be a modification of the March 2017 Private Placement and April 2017 Private Placement warrants. The Company recognized a warrant modification expense of $1.3 million for the year ended March 31, 2019, which represents the incremental value of the modified warrant as compared to the original warrant, both valued on the modification dates which is reflected in warrant modification expense in the consolidated statement of operations. The warrants were valued using the Black-Scholes option-pricing model on the date of the modification using the following assumptions: (a) fair value of common stock $2.31, (b) expected life of 1 and April 2019 - Registered Offering In April 2019, the Company completed an underwritten registered offering of 8,000,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a price of $1.50 per share. The total net proceeds of the offering were $11.3 million after deducting underwriter’s discounts and before expenses related to the offering. As part of the offering, the investors received warrants to purchase up to 8,000,000 shares of the Company’s Common Stock at an exercise price of $2.00 per share (the “Warrants”). The Warrants participate with Common Stock on a one-for-one basis for distribution dividends or other assets of the Company. The exercise price of the Warrants is subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock. Subject to certain exceptions, if the Company issues or sells Common Stock or other securities convertible into Common Stock during the term of the Warrants at a per share price less than the exercise price of the Warrants, or if the Company subsequently reduces the exercise price of equity-linked instruments that were outstanding on April 2, 2019, then the exercise price of the Warrants will be reduced to such lower sale or exercise price. The Company determined that the Warrants should be recorded as a derivative liability on the consolidated balance sheet due to the Warrants’ contractual provisions requiring issuance of registered common shares upon exercise and certain price protection rights. At the issuance date, the Warrants were recorded at the fair value of $7.3 million as determined using the Monte Carlo pricing simulation. The Warrants were re-measured at March 31, 2020 and the change in fair value for the year ended March 31, 2020 of approximately $3.6 million, was recorded as a component of other income (expense) within the consolidated statement of operations. As further described under Note 15, “Subsequent Events,” on May 20, 2020, the Company exchanged these Warrants with their respective holders for shares of the Company’s Common Stock or new warrants in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. After such exchanges, the Warrants no longer remained outstanding. The following table details key inputs and assumptions used in the Monte Carlo simulation models used to estimate the fair value of the warrant liability as of March 31, 2020 and April 2, 2019, respectively : March 31, 2020 April 2, 2019 Stock price $ 1.10 $ 1.85 Volatility 60 % 48 % Remaining term (years) 4.01 5.00 Expected dividend yield — — Risk-free rate 0.33 % 2.28 % The following summarizes the common stock warrant activity for the years ended March 31, 2020 and March 31, 2019: Warrant Shares of Common Stock Weighted Average Exercise Price Outstanding at March 31, 2018 5,585,874 $ 3.34 Granted — — Exercised (1,086,271 ) 3.00 Cancelled — — Outstanding at March 31, 2019 4,499,603 $ 3.42 Granted 8,000,000 2.00 Exercised (78,431 ) 3.00 Expired (3,483,521 ) 3.00 Outstanding at March 31, 2020 8,937,651 $ 2.31 During the year ended March 31, 2020 78,431 warrants were exercised on a cashless basis resulting in the issuance of 4,889 shares. During the year ended March 31, 2019, 1,086,271 warrants were exercised on a cashless basis resulting in the issuance of 235,685 shares. At March 31, 2020, 8,907,884 common stock purchase warrants relating to securities purchase agreements were outstanding and exercisable. Issued Classification Warrants Outstanding Exercise Price Expiration December 2015 Equity 446,500 $ 5.00 December 2025 February 2016 Equity 461,384 $ 5.00 February 2026 July 2016 Equity 29,767 $ 5.00 June 2026 April 2019 Liability 8,000,000 $ 2.00 April 2024 At-the-Market Financing Facility On October 18, 2019, the Company entered into the Sale Agreement with Jefferies, pursuant to which the Company may, from time to time, sell shares of Common Stock, having an aggregate offering price of up to $30,000,000 through Jefferies, as the Company’s sales agent. The shares will be offered and sold by the Company pursuant to its previously filed and currently effective Registration Statement on Form S-3, as amended (Reg. No. 333-211489). Any sales of Common Stock pursuant to the Sales Agreement will be made by methods deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act. Jefferies will use commercially reasonable efforts to sell the shares from time to time, based on the instructions of the Company. The Company will pay Jefferies a commission rate of three percent (3%) of the gross proceeds from the sales of shares of Common Stock sold pursuant to the Sale Agreement. Under the Sale Agreement, the Company is not required to use the full available amount authorized and it may, by giving notice as specified in the Sale Agreement, terminate the Sale Agreement at any time. On October 18, 2019, the Company commenced the Jefferies ATM and during the year ended March 31, 2020, the Company raised approximately $1.7 million in gross proceeds via sale of 1,361,315 shares of Common Stock. The Company incurred $0.2 million of related costs which offset the proceeds. At March 31, 2020, there remained approximately $28.3 On November 2, 2017, the Company had entered into an equity distribution agreement with Canaccord Genuity Inc. (“Canaccord”) to commence an at-the-market offering that had an aggregate potential offering price up to $30,000,000 (the “Canaccord ATM”). The Company did not sell any shares through the Canaccord ATM during the year ended March 31, 2020. During the fiscal year ending March 31, 2019, the Company raised approximately $5,844,000 in gross proceeds from the facility. On October 2, 2019, the Company sent notice terminating the equity distribution agreement effective October 12, 2019, having raised a total of $12.1 million through the facility between November 2, 2017 and October 2, 2019. Securities Purchase Agreement On January 7, 2020, the Company and Eagle entered into the Eagle SPA, pursuant to which the Company issued and sold to Eagle 10,000,000 shares of common stock, at a price of $2.00 per share. The Eagle SPA provides that Eagle will, subject to certain conditions, make an additional payment of $20 million upon the occurrence of a milestone event, which is defined as the earlier of ( i) achievement of the primary endpoint of overall survival in the TYME-88-Panc pivotal trial; (ii) achievement of the primary endpoint of overall survival in the PanCAN Precision Promise SM-88 registration arm; or (iii) FDA approval of SM-88 in any cancer indication. This payment would be split into a $10 million milestone cash payment and a $10 million investment in TYME at a 15% premium to the then prevailing market price. Eagle’s shares will be restricted from sale until the earlier of three months following the milestone event or the three-year anniversary of the agreement. |