Stockholders' Equity (Deficit) | Note 8. Stockholders’ Equity (Deficit) Preferred Stock The Restated Certificate of Incorporation, as amended, of the Company permits its Board of Directors to issue up to 5,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting such series, and fix by resolution, the powers, privileges, preferences and relative, optional or special rights thereof, including liquidation preferences and dividends, and conversion and redemption rights of each such series. As of December 31, 2020, the Company has designated the following class of preferred stock: ● Series A: 1,500,000 authorized shares of Series A Convertible Preferred Stock ● Series B1: 277,921 authorized shares of Series B1 Redeemable Convertible Preferred Stock ● Series B2: 98,685 authorized shares of Series B2 Redeemable Convertible Preferred Stock ● Series B3: 82,814 authorized shares of Series B3 Redeemable Convertible Preferred Stock ● Series B4: 82,814 authorized shares of Series B4 Redeemable Convertible Preferred Stock Series A Convertible Preferred Stock . Series B Convertible Preferred Stock. Common Stock Common Stock Authorized As of December 31, 2021, the Company had 140,000,000 shares of common stock authorized of which 23,918,172 shares of common stock were reserved for issuance upon the exercise of outstanding warrants and options to purchase common stock, outstanding restricted stock units, the conversion of Series A convertible preferred stock, shares required to be reserved under the LPC Purchase Agreement (defined below), and shares available for grant under the Company’s 2013 Stock Incentive Plan and shares available for purchase under the Company’s 2017 Employee Stock Purchase Plan. The expiration of the LPC Purchase Agreement on March 4, 2022 decreased the reserved shares of the common stock to 14,906,278 shares. Note 8. Stockholders’ Equity (Deficit) (Continued) Put Shares Pursuant to the terms of a unit purchase agreement dated as of May 5, 1998, the Company issued and sold a total of 149,960 shares of common stock (the “Put Shares”) at a price of $128.00 per share. Under the terms of the unit purchase agreement, the initial purchasers (the “Put Holders”) of the Put Shares have the right (the “Put Right”) to require the Company to repurchase the Put Shares. The Put Right may not be exercised by any Put Holder unless: (1) the Company liquidates, dissolves or winds up its affairs pursuant to applicable bankruptcy law, whether voluntarily or involuntarily; (2) all of the Company’s indebtedness and obligations, including without limitation the indebtedness under the Company’s then outstanding notes, has been paid in full; and (3) all rights of the holders of any series or class of capital stock ranking prior and senior to the common stock with respect to liquidation, including without limitation the Series A convertible preferred stock, have been satisfied in full. The Company may terminate the Put Right upon written notice to the Put Holders if the closing sales price of its common stock exceeds $256.00 per share for the twenty As of December 31, 2021, the Company has repurchased or received documentation of the transfer of 49,993 Put Shares and 4,472 of the Put Shares continued to be held in the name of Put Holders. The Company cannot determine at this time what portion of the Put Rights of the remaining 95,494 Put Shares have terminated. Equity Financings April 2020 Private Placement On April 7, 2020, the Company entered into a Securities Purchase Agreement with Pillar Partners Foundation, L.P. (“Pillar Partners”), a related party as more fully described in Note 15, which was amended on December 11, 2020 (as amended to date, the “April 2020 Securities Purchase Agreement”), under which the Company sold 3,039,514 shares of common stock and accompanying warrants to purchase 3,039,514 shares of the Company’s common stock with an exercise price of $2.28 per share, for aggregate gross proceeds of $5.0 million. Each share and the accompanying common warrant had a combined purchase price of $1.645, which included $0.125 for each share of common stock underlying each warrant. The April 2020 Securities Purchase Agreement also provided for the option for Pillar Partners to purchase 2,747,252 shares of the Company’s common stock (or pre-funded warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 in lieu of certain shares to the extent that purchasing such shares will cause Pillar Investment Entities (as defined below) to beneficially own in excess of 19.99% of the total number of shares of common stock outstanding post transaction) and warrants to purchase up to 1,373,626 shares of the Company’s common stock (with an exercise price of $2.71), for aggregate gross proceeds of $5.0 million (the “April 2020 Private Placement Second Closing”). Subsequently, in December 2020, the April 2020 Private Placement Second Closing was consummated. Total net proceeds received pursuant to the April 2020 Securities Purchase Agreement, after deduction of offering expenses, was $9.8 million. Note 8. Stockholders’ Equity (Deficit) (Continued) July 2020 Private Placement On July 13, 2020, the Company entered into a Securities Purchase Agreement (the “July 2020 Securities Purchase Agreement”) with Pillar Partners, Pillar Pharmaceuticals 6 L.P. (“Pillar 6”), and Pillar Pharmaceuticals 7 L.P. (“Pillar 7” and, together with Pillar Partners and Pillar 6, the “July 2020 Purchasers”), each a related party as more fully described in Note 15, pursuant to which, among other things, provided the July 2020 Purchasers the option to purchase, at their sole discretion, pre-funded warrants to purchase up to 784,615 shares of the Company’s common stock, at an exercise price of $0.01 per share, and warrants to purchase up to 274,615 shares of the Company’s common stock, at an exercise price of $9.75, for aggregate gross proceeds of $5.1 million (the “July 2020 Private Placement Second Closing”). During the three months ended March 31, 2021, the option to purchase securities in the July 2020 Private Placement Second Closing terminated. As a result, the Company is no longer eligible to receive additional proceeds from the sale of additional securities pursuant to the July 2020 Securities Purchase Agreement. However, the July 2020 Purchasers still hold outstanding warrants previously issued under the July 2020 Securities Purchase Agreement, as detailed below under the heading “Common Stock Warrants”. Common Stock Purchase Agreement On March 4, 2019, the Company entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which was amended on September 2, 2020 (as amended to date, the “LPC Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions and limitations set forth therein, Lincoln Park has committed to purchase an aggregate of $35.0 million of shares of Company common stock from time to time at the Company’s sole discretion over a 36-month During the years ended December 31, 2021 and 2020, the Company sold 800,000 and 750,000 shares, respectively, pursuant to the LPC Purchase Agreement, resulting in net proceeds of $4.2 million and $1.7 million, respectively. The 36-month period noted above for expired on March 4, 2022; accordingly, the Company no longer has access to additional capital under the LPC Purchase Agreement subsequent to this date. "At-The-Market" Equity Program In November 2018, the Company entered into an Equity Distribution Agreement (the “ATM Agreement”) with JMP Securities LLC (“JMP”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $50.0 million (the “Shares”) through JMP as its agent. Subject to the terms and conditions of the ATM Agreement, JMP will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions, by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if specified by the Company, by any other method permitted by law, including but not limited to in negotiated transactions. The Company has no obligation to sell any of the Shares, and the Company or JMP may at any time suspend sales under the ATM Agreement or terminate the ATM Agreement. JMP is entitled to a fixed commission of 3.0% of the gross proceeds from Shares sold. During the years ended December 31, 2021 and 2020, the Company sold 5,117,357 and 3,608,713 Shares, respectively, pursuant to the ATM Agreement resulting in net proceeds, after deduction of commissions and other offering expenses, of $15.3 million and $12.3 million, respectively. As of March 31, 2022, the Company may sell up to an additional $19.5 million of shares under the ATM Agreement. Note 8. Stockholders’ Equity (Deficit) (Continued) Common Stock Warrants In connection with various financing transactions, the Company has issued warrants to purchase shares of the Company’s common stock and preferred stock. The Company accounts for common stock and preferred stock warrants as equity instruments or liabilities, depending on the specific terms of the warrant agreement. See Note 2 for further details on accounting policies related to the Company’s warrants. The following table summarizes outstanding warrants to purchase shares of the Company’s common stock and/or preferred stock as of December 31, 2021 and 2020: Number of Shares December 31, December 31, Weighted-Average Description 2021 2020 Exercise Price Expiration Date Liability-classified Warrants December 2019 Series B1 warrants (1) — 2,368,400 $ 1.52 Dec 2026 — 2,368,400 Equity-classified Warrants May 2013 warrants 15,437 1,949,754 $ 0.08 None September 2013 warrants 4,096 514,756 $ 0.08 None February 2014 warrants 2,171 266,006 $ 0.08 None April 2020 Private Placement first closing warrants 3,039,514 3,039,514 $ 2.28 Apr 2023 April 2020 Private Placement second closing warrants 1,373,626 1,373,626 $ 2.71 Dec 2023 April 2020 Private Placement second closing warrants 1,143,428 2,677,311 $ 0.01 None July 2020 Private Placement first closing warrants 389,731 2,014,234 $ 0.01 None July 2020 Private Placement first closing warrants 2,764,227 2,764,227 $ 2.58 Jul 2023 8,732,230 14,599,428 Total outstanding 8,732,230 16,967,828 (1) The Series B1 warrants were exercisable for either common stock (exercise price of $1.52 ) or Series B1 Convertible Preferred Stock (exercise price of $152 ) at the discretion of the warrant holder. However, as more fully disclosed in Note 7, the December 2019 Series B1 warrants were terminated during the three months ended March 31, 2021 contemporaneously with the termination of the future tranche rights. The table below is a summary of the Company's warrant activity for the year ended December 31, 2021. Number of Weighted-Average Warrants Exercise Price Outstanding at December 31, 2020 16,967,828 $ 1.28 Issued — — Exercised (1) (5,867,198) 0.04 Expired (2,368,400) 1.52 Outstanding at December 31, 2021 8,732,230 $ 2.04 (1) During th e year ended December 31, 2021, certain related parties were issued warrants as more fully described in Note 15. |