| Stockholders’ Equity |
Note
7 – Stockholders’ Equity
On
January 1, 2022, we amended our Certificate of Incorporation increased the number of authorized shares of our common stock from 30,000,000
to 50,000,000. We believe 50,000,000 authorized shares of common stock better aligns our capital structure with our future needs.
Preferred
Stock
There
were no issued or outstanding shares of preferred stock at either December 31, 2021 or 2020.
Common
Stock
During
the year ended December 31, 2021, we had the following grants and issuances:
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On
February 24, 2021, we sold in a private placement 1,321,132
shares of our common stock to accredited
and institutional investors for gross proceeds of $10.2
million. Net proceeds from the offering were
$9.9
million. In connection with the placement,
we issued warrants for the purchase of 79,268
shares of our common stock to our placement
agent. These warrants are exercisable for cash at $9.30
per share and expire on February
16, 2023.
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On
June 8, 2021, we granted 37,500 RSAs to an employee in accordance with their employment agreement. |
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On
June 16, 2021, we issued 44,689 shares of our common stock to Ocuphire Pharma, Inc. pursuant to the Ocuphire Agreement (see Note
10). |
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On
August 20, 2021, we entered into an equity distribution agreement (the “Sales Agreement”) with Oppenheimer & Co.
Inc. (the “Sales Agent”) under which we may issue and sell in a registered “at-the-market” offering shares
of our common stock having an aggregate offering price of up to $30.0 million from time to time through or to our Sales Agent
(the “ATM Offering”). We expect to use net proceeds from the ATM Offering over time as a source for working capital and
general corporate purposes. We are not obligated to make any sales of our common stock under the Sales Agreement and no assurance
can be given that we will sell any shares under the Sales Agreement, or, if we do, as to the price or amount of shares that we will
sell, or the dates on which any such sales will take place. We will pay the Sales Agent an aggregate of up to 3.0% of the gross
proceeds of the sales price per share of common stock sold through the Sales Agent under the Sales Agreement. The shares under the
ATM Offering will be sold and issued pursuant to our S-3 shelf registration statement (Registration No. 333-257588) filed on July
30, 2021. During year ended December 31, 2021, we sold 21,597 shares of our common stock under the “at-the-market”
offering sales agreement at an average price of approximately $8.33 per share for aggregate gross proceeds of approximately $179,831
prior to deducting sales commissions. |
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On
October 6, 2021, we also issued 100,000 shares of our common stock to Elion Oncology pursuant to the Elion License Agreement. |
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We
granted 17,800
shares of common stock, along with a combination
of warrants and stock options for the purchase of 180,000
shares of common stock, to consultants in accordance
with consulting agreements for services that will be provided in 2021 and 2022. Of the 17,800
shares granted, 14,300
were issued and outstanding at December 31, 2021.
The total fair value of these grants was $743,378.
We are amortizing this
amount over the related contract lives and in accordance with their vesting schedule.
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Also
during the year ended December 31, 2021, 9,176 vested RSAs were forfeited to
pay for federal, state and local income taxes and an additional 1,530 unvested RSAs were forfeited upon employment termination.
On December 15,
2020, the holders of all our outstanding 2019 Senior 8% Convertible Notes converted their notes and accrued interest into 247,088 shares
of our common stock based on a conversion price of $3.60 per share, which, pursuant to the 2019 Senior Note Agreement, is a 10% discount
on the public offering price of $4.00 per share received on our underwritten offering in October 2020.
We
closed on our underwritten public offering of 4,800,000
shares of common stock for a public offering
price of $4.00
per share on October 6, 2020. Net proceeds from
the offering were approximately $17.1
million. The following additional transactions
occurred in connection with the closing of our underwritten public offering:
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As
a result of closing our public offering, we triggered the full ratchet anti-dilution provision of shares sold in PIPE transactions
in 2018 and issued 1,156,487 shares of common stock to those stockholders. The full ratchet anti-dilution provisions expired following
the closing of the offering. |
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DKBK,
our line of credit lender, converted $700,000 principal amount outstanding and related accrued interest into 199,537 shares of common
stock on October 6, 2020. |
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The
conditions for finalizing our agreements with Aposense and Elion were met upon the close of our public offering and up-list to the
Nasdaq Capital Market. Pursuant to their respective license agreements, we made a cash payment of $100,000 to Elion and issued 625,000
and 825,000 shares of common stock to Aposense and Elion, respectively. |
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We
issued 250,000 shares of common stock to Yuhan, in addition to the 250,000 shares issued in August, pursuant to the agreement we
entered into with them. |
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Restricted
stock awards for 214,078 shares of our common stock vested on the completion of our public offering and up-list to the Nasdaq Capital
Market on October 6, 2020. |
We
determined the sale of the 2019 Senior Notes triggered the full ratchet anti-dilution provision of common stock we sold in our 2018 Private
Placement Transactions. As a result, those stockholders were entitled to 28,971
shares of common stock in the fourth quarter
of 2019, which we issued on June 18, 2020. We had accounted for these shares as a deemed dividend payable at their par value. In connection
with our 2019 Senior Notes, we issued warrants with a fair value of $197,403, which was recognized as interest expense during the year
ended December 31, 2020.
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