Annual report pursuant to Section 13 and 15(d)

Capital Raises

v3.19.3.a.u2
Capital Raises
12 Months Ended
Dec. 31, 2019
Capital Raises [Abstract]  
Capital Raises

Note 15 - Capital Raises

 

January 2018 Capital Raise

 

On January 5, 2018, the Company entered into that certain Securities Purchase Agreement (the "January 2018 SPA") with certain investors (the "January 2018 Investors") pursuant to which the Company agreed to sell an aggregate of 334 shares (the "January 2018 Shares") of the Company's common stock, at a purchase price of $9,558.00 per share (the "January 2018 Offering") and warrants to purchase up to 334 shares (the "January 2018 Warrant Shares") of common stock (the "January 2018 Warrants"). The aggregate gross proceeds for the sale of the January 2018 Shares and January 2018 Warrants was approximately $3.2 million. After deducting placement agent fees and other expenses, the net proceeds from the offering was approximately $2.8 million. The January 2018 Warrants were initially exercisable at an exercise price per share equal to $11,880.00, subject to certain adjustments, and will expire on the five year anniversary of the initial exercise date. Following the February offering described below, the exercise price of the January 2018 Warrants was reduced to $5,400.00 per share. 

 

February 2018 Public Offering

 

On February 20, 2018, the Company completed a public offering for approximately $18 million in securities, consisting of an aggregate of 1,848 Class A units, at a price to the public of $4,230.00 per Class A unit, each consisting of one share of the Company's common stock and a five-year warrant to purchase one share of common stock at an exercise price of $6,300.00 per share ("February 2018 Warrants"), and 10,184.9752 Class B units, at a price to the public of $1,000 per Class B unit, each consisting of one share of the Company's newly designated Series 3 convertible preferred stock ("Series 3 Preferred") with a stated value of $1,000 and initially convertible into approximately 1 share of our common stock at a conversion price of $4,230.00 per share for up to an aggregate of 2,408 shares of common stock and February 2018 Warrants exercisable for the number of shares of common stock into which the shares of Series 3 Preferred were initially convertible.

 

The Company received approximately $18 million in gross proceeds from the offering, including $1 million in amounts payable to service providers that participated in the offering, and before placement agent fees and offering expenses payable by the Company. After satisfying the amounts due to service providers and deducting placement agent fees, the net proceeds from the offering were approximately $15.4 million.

 

The embedded conversion option associated with the Series 3 Preferred shares has a beneficial conversion feature, which has a value of $1,508,000. The Company recorded this amount as a deemed dividend on the consolidated statement of operations for these beneficial conversion features.

 

Following the April offering described below, the exercise price of the February 2018 Warrants was reduced to the floor price of $1,141.20 and the number of shares issuable upon exercise of such warrants was increased to 24,055 shares of common stock.

 

April 2018 Public Offering

 

On April 24, 2018, the Company completed a public offering consisting of 10,115 units at a price to the public of $1,000 per unit, each consisting of (i) one share of our newly designated Series 4 convertible preferred stock (the "Series 4 Preferred") with a stated value of $1,000 and initially convertible into approximately 2 shares of common stock, at a conversion price of $828.00 per share (subject to adjustment) and (ii) one warrant to purchase such number of shares of common stock as each share of Series 4 Preferred is convertible into. The warrants are immediately exercisable at an initial exercise price of $1,206.00 per share (subject to adjustment). The Company received approximately $10.1 million in gross proceeds from this offering, before deducting placement agent fees and offering expenses payable by the Company. After deducting placement agent fees and expenses, the net proceeds from this offering were approximately $9.2 million.

 

The embedded conversion option associated with the Series 4 Preferred shares has a beneficial conversion feature, which has a value of $673,000. Additionally, the embedded conversion option had a price reset feature, which resulted in the reduction of the conversion price from $828.00 to $320.40 on June 25, 2018, which has a value of $4,226,000. The Company recorded $4,899,000 as a deemed dividend on the consolidated statement of operations for these beneficial conversion features.

 

As described above, the April offering reset the price of the February 2018 Warrants to the floor price of $1,141.20 and the number of shares issuable upon exercise of such warrants was increased to 24,055 shares of common stock. The Company has presented a deemed dividend of $4,828,000 on the consolidated statement of operations for this price reset.

 

Following the rights offering in January 2019 as described below, the conversion price of the Series 4 Preferred was reduced to the floor price of $223.20 and the exercise price of the warrants issued in the April offering were also reduced to the floor price of $223.20 and the number of shares issuable upon exercise of such warrants was increased to 61,562 shares of common stock.

 

January 2019 Capital Raise

 

On January 15, 2019, the Company closed a rights offering whereby it sold an aggregate of 12,000 units consisting of an aggregate of 12,000 shares of Series 5 Convertible Preferred Stock and 80,000 warrants to purchase common stock exercisable for one share of common stock at an exercise price of $149.85 per share in accordance with the terms and conditions of a warrant agency agreement, resulting in gross proceeds to the Company of approximately $12 million, and net proceeds of approximately $10.77 million after deducting expenses relating to dealer-manager fees and expenses, and excluding any proceeds received upon exercise of any warrants.

 

Following the rights offering, the conversion price of the Series 4 Convertible Preferred Stock was reduced to the floor price of $223.20, the exercise price of the warrants issued in the April 2018 public offering were also reduced to the floor price of $223.20 and the number of shares issuable upon exercise of such warrants was increased to 61,562 shares of common stock. The maximum deemed dividend under the Series 4 Convertible Preferred Stock has been recognized so there is no accounting effect from the conversion price reduction of the Series 4 Convertible Preferred Stock. However, the Company recorded a $1.3 million deemed dividend for the reduction to the exercise price of the April 2018 warrants. As of December 31, 2019, there were 126 shares of Series 5 Convertible Preferred Stock outstanding.

 

August 2019 Financing

 

On August 12, 2019, the Company sold an aggregate of (i) 144,387 shares of our common stock, (ii) 2,997 shares of our Series 6 Convertible Preferred Stock, with a stated value $1,000 per share, convertible into shares of our common stock (the "Series 6 Preferred Stock"), and (iii) Series A warrants to purchase up to an aggregate of 384,387 shares of common stock at an exercise price per share of $12.4875, resulting in gross proceeds to the Company of approximately $4.8 million, and net proceeds of approximately $4 million after deducting the underwriting discounts and offering expenses. As of December 31, 2019, there were 0 shares of Series 6 Convertible Preferred Stock outstanding.

 

At-The-Market Program

 

During the year ended December 31, 2019 under an at-the-market ("ATM") program, we sold an aggregate of 1,470,900 shares of common stock, at a weighted average price of approximately $4.42 per share resulting in net proceeds of approximately $5.9 million to us after deduction of sales commissions equal to 4.5% of the gross sales and other offering expenses. We raised total aggregate gross proceeds of approximately $6.5 million in connection with the ATM program.