Stockholders' Equity | 8. Stockholders’ equity June 2024 offering Securities purchase agreements In June 2024, we entered into and closed on two securities purchase agreements (the “Offering”) with an institutional accredited investor and Dong-A, and (the “Pre-Funded Warr tively, the Series A Warrants and the Series B Warrants are referred to as “PIPE Common Warrants.” Of the total shares of common stock issued in the Offering, effective shelf registration statement on Form S-3 (Registration No. 333-278646), initially filed with and declared effective by the SEC in April 2024, and a prospectus supplement filed with the SEC in June 2024. The Pre-Funded Warrant has an exercise price of $0.001 per share and is immediately exercisable and will expire when exercised in full and the PIPE Common Warrants have an exercise price of $3.93 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (the “Stockholder Approval”). We are currently planning to hold a Special Meeting of Stockholders in September 2024 to seek Stockholder Approval for certain warrants issued in connection with the Offering. Additionally, prior to the closing of the Offering in June 2024, we received a letter agreement from Dong-A whereby Dong-A irrevocably agreed to vote all of the shares of Company’s voting stock over which Dong-A have voting control in favor of any resolution presented to the stockholders of the Company related to the Stockholder Approval. The Series A Warrants will expire on the earlier of the twelve month anniversary of the Stockholder Approval and within 60 days following the public announcement of the Company receiving positive Phase 1 multiple ascending dose (“MAD”) data readout for DA-1726, and the Series B Warrants will expire on the earlier of the five years anniversary of the Stockholder Approval and within six months following the public announcement of the Company receiving positive Phase 1 Part 3 data readout for DA-1726. Based on the terms of the PIPE Common Warrants, we have concluded that the accounting classification of the PIPE Common Warrants is to be stockholders’ equity Under the terms of the Pre-Funded Warrants and the PIPE Common Warrants issued to the institutional accredited investor, we may not affect the exercise of any such Pre-Funded Warrant or PIPE Common Warrants, and the holder will not be entitled to exercise any portion of any Pre-Funded Warrant or PIPE Common Warrants, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s or any of the holder’s affiliates) would exceed 9.99% (in the case of the Pre-Funded Warrants) or 4.99% (in the case of the PIPE Common Warrants) of the number of shares of the Company’s outstanding common stock immediately after giving effect to the exercise (the “Beneficial Ownership Limitation”), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC. A holder of the Pre-Funded Warrant or PIPE Common Warrants that were issued to the institutional accredited investor may increase or decrease the Beneficial Ownership Limitation to a higher or lower percentage (not to exceed 9.99%), effective 61 days after written notice to us. Any such increase or decrease will apply only to that holder and not to any other holder of the Pre-Funded Warrants or PIPE Common Warrants. Placement agent We paid to the placement agent a cash fee equal to 7.0% of the gross proceeds of the Offering received from a certain institutional investor and $0.1 million for non-accountable expenses and clearing costs. In addition, we issued warrants to the placement agent’s designees (“Placement Agent Warrants”) to purchase up to 127,227 shares of common stock (which represents 5% of the sum of the shares of common stock and Pre-Funded Warrants sold to the institutional investor in the Offering) at an exercise price of $4.9125 per share (which represents a premium of 25% of the offering price per share of common stock in the Offering). The Placement Agent Warrants will be exercisable beginning on the effective date of the Stockholder Approval and will expire on the earlier of (i) two years after the date that the shares of common stock underlying the Placement Agent Warrants are registered pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, which occurred on July 24, 2024, and (ii) June 23, 2029. The fair value of the Placement Agent Warrants was $0.3 million, which represents a non-cash issuance cost. The weighted average fair value per share of these Placement Agent Warrants was $2.73 , and was determined using the Black-Scholes option pricing model with the following assumptions: expected stock price volatility of 140.0% , expected term of 2.1 years, expected dividend yield of 0% , and risk-free interest rate of 4.63% . Based on the terms of the Placement Agreement Warrants, we have concluded that the accounting classification of the Placement Agent Warrants is stockholders’ equity in the accompanying condensed consolidated balance sheets. Upon the exercise for cash of any PIPE Common Warrants issued to a certain institutional investor, we shall pay the placement agent (i) a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect thereto and (ii) a non-cash fee in the form of additional warrants to purchase the number of shares of common stock equal to 5.0% of the aggregate number of such shares of common stock underlying such warrants. The cash fee payable to the placement agent for any PIPE Common Warrants exercised by the institutional investor is accounted for as a contingent commitment and will be recorded as an offset to any gross proceeds received from any future exercises of PIPE Common Warrants by the institutional investor. The non-cash fee payable to the placement agent for any PIPE Common Warrants exercised by the institutional investor is accounted for as contingent warrants (“Placement Agent Contingent Warrants”) to purchase up to 318,067 shares of common stock, which is subject to performance criteria of the institutional investor regarding any exercise for cash of any PIPE Common Warrants with an assumed grant date of the Offering closing date, and an exercise price of $4.9125 per share. The weighted average fair value per share of these Placement Agent Contingent Warrants was $3.43 and was determined using the Black-Scholes option pricing model with the following assumptions: expected stock price volatility of 127.0%, expected term of 5.7 years, expected dividend yield of 0%, and risk-free interest rate of 4.31%. Based on the terms of the placement agent engagement letter, we have concluded that the accounting classification of the Placement Agent Contingent Warrants is to be stockholders’ equity. On each balance sheet reporting date, we will need to assess whether it is probable for us to issue warrants to the placement agent based on whether it is probable for any PIPE Common Warrants to be exercised by the institutional investor. As of June 30, 2024, we determined that the issuance of additional warrants to the placement agent is not yet probable; accordingly, the Placement Agent Contingent Warrants had no impact on the condensed consolidated balance sheets. Warrants The following tables summarize our outstanding warrants: Shares of Common Stock Issuable for Outstanding Warrants As of Exercise Expiration Warrant Issuance June 30, 2024 December 31, 2023 Price Date July 2018 (1) 6 6 $ 44,820.0000 July 2028 April 2020 (1) 159 159 $ 3,000.0000 April 2025 January 2021 (1) 10,421 10,421 $ 1,447.2000 July 2026 October 2021 (1) 15,390 15,390 $ 900.0000 April 2025 November 2022 Series B (2) 177,938 177,938 $ 0.0000 December 2027 June 2024 Placement Agent (3) 127,227 — $ 4.9125 July 2026 June 2024 Pre-Funded (4) 1,781,171 — $ 0.0010 no expiration date June 2024 Series A (5) 5,089,060 — $ 3.9300 September 2025 (latest date) June 2024 Series B (6) 7,633,591 — $ 3.9300 September 2029 (latest date) Total 14,834,963 203,914 (1) The number of outstanding and exercisable warrants was adjusted for the impact of each of the common stock reverse stock splits completed in 2023 and 2022. Accordingly, the number of outstanding warrants is equal to the number of shares of common stock issuable for outstanding warrants. (2) The number of outstanding and exercisable warrants was not impacted by the 2023 Reverse Stock Split. Accordingly, the number of outstanding warrants is equal to eight times the number of shares of common stock issuable for outstanding warrants. Additionally, during the six months ended June 30, 2023, 6,460,333 Series B warrants were exchanged for 807,541 shares of our common stock. (3) These warrants are exercisable at any time on or after the Stockholder Approval, which is currently planned to be in September 2024, and expire two years after a resale registration statement covering the shares of common stock issuable upon the exercise of the warrants hereunder becomes effective with the SEC. In July 2024, a resale registration statement was filed with the SEC and became effective. (4) These warrants are exercisable immediately upon their issuance in June 2024 and are considered to be perpetual warrants without any expiration date. (5) These warrants are exercisable at any time on or after the Stockholder Approval, which is currently planned to be in September 2024, and expire on the earlier of (i) the twelve months anniversary of the stockholder approval date, and (ii) the 60 th day following the date on which the Company publicly announce the receiving of positive Phase 1 MAD data readout for DA-1726. (6) These warrants are exercisable at any time on or after the Stockholder Approval, which is currently planned to be in September 2024, and expire on the earlier of (i) the five years anniversary of the stockholder approval date and (ii) the six months anniversary following the date on which the Company publicly announce the receiving of positive Phase 1, Part 3 data readout for DA-1726. Additionally, during the six months ended June 30, 2023, 6,345,333 Series A warrants issued in November 2022 were exchanged for 793,167 shares of our common stock. Furthermore, as of December 31, 2023, the Series A warrants issued in November 2022 were fully exchanged for shares of our common stock. |