8. Stockholders’ Equity

Common Stock

October 2019 Public Offering

In October 2019, we completed an underwritten public offering pursuant to which we issued 40,276,000 units at an offering price of $0.225 per unit, consisting of 35,886,000 shares of our common stock and pre-funded warrants to purchase 4,390,000 shares of our common stock with an exercise price of $0.01 per share, and class B warrants to purchase 40,276,000 shares of our common stock at $0.225 per share (the “Class B Warrants”). The pre-funded warrants, which were exercised for common stock in October 2019, were issued in lieu of common stock in order to ensure the investor did not exceed certain beneficial ownership limitations. The Class B Warrants are immediately exercisable and will expire in October 2024. The Class B Warrant  agreement contains a provision where the warrant holder has the option to receive cash equal to the Black Scholes fair value of the remaining unexercised portion of the Class B Warrant only in the event that there is a fundamental transaction approved by the Board (contractually defined to include various merger, acquisition or stock transfer activities). The Class B Warrants  issued in connection with the October 2019 public offering were classified as equity.

August 2019 Offering

In August 2019, we completed an offering with a single accredited institutional investor pursuant to which we issued 1,480,000 shares of our common stock and pre-funded warrants to purchase 1,372,314 shares of our common stock with an exercise price of $0.01 per share in a registered direct offering and the Placement Warrants to purchase 2,852,314 shares of our common stock with an exercise price of $1.07 per share in a concurrent private placement. The pre-funded warrants, which were exercised for common stock in September 2019, were issued in lieu of common stock in order to ensure the investor did not exceed certain beneficial ownership limitations. The Placement Warrants became exercisable in February 2020 and will expire in February 2025. The Placement Warrants contain a provision where the warrant holder has the option to receive cash, equal to the Black Scholes fair value of the remaining unexercised portion of the warrant, as cash settlement in the event that there is a fundamental transaction (contractually defined to include various merger, acquisition or stock transfer activities). The Placement Warrants are classified as a liability (see Note 6).

At-the-Market Offering (the “ATM”)

In April 2019, we implemented the ATM for the sale of up to $8.6 million of our common stock. During the year ended December 31, 2019, we issued a total of 329,656 shares of our common stock at a weighted-average price of $1.60 per share for total net proceeds of approximately $0.5 million under the ATM. In August 2019, we reduced the dollar amount that can be sold under ATM to $4.0 million.

September 2018 Public Offering

In September 2018, we entered into an underwriting agreement with A.G.P./Alliance Global Partners, as representative (the “Representative”) of the underwriters (the “Underwriters”) pursuant to which we sold to the Underwriters in a public offering an aggregate of (i) 850,000 Class A Units at a public offering price of $1.50 per unit, with each unit consisting of one share of common stock and a Warrant to purchase one share of common stock, and (ii) 8,225 Class B Units at a public offering price of $1,000 per unit, with each unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and Warrants to purchase 667 shares of common stock. The Warrants have an exercise price of $1.50 and expire five years from the date of issuance. The Preferred Shares, which were fully converted into 5,483,334 shares of common stock during the year ended December 31, 2018, included a beneficial ownership blocker but had no dividend rights (except to the extent that dividends were also paid on the common stock), liquidation preference or other preferences over common stock, and had no voting rights. The warrants in connection with the September 2018 Public Offering were classified as equity.

In connection with the September 2018 Public Offering, the Underwriters exercised their option to purchase 950,000 additional Warrants at a price of $0.06 per warrant and exercised the over-allotment option to purchase 950,000 shares of  our common stock at $1.44 per share. Additionally, warrants to purchase an aggregate of 2,178,484 shares of common stock associated with the September 2018 Public Offering were exercised, resulting in proceeds to us of approximately $3.3 million. We also agreed to issue to the Representative and its designees warrants to purchase an aggregate of 253,334 shares of common stock at an exercise price of $1.68 per share.

As of December 31, 2019, the following warrants to purchase shares of our common stock were outstanding (in thousands, except per share price):

 

 

Shares Reserved for Future Issuance

As of December 31, 2019, shares of common stock reserved by us for future issuance consisted of the following (in thousands):