On the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell to LPC, and LPC has committed to purchase from us, from time to time, up to of our common stock, subject to certain limitations, during the months term of the Purchase Agreement.

 

On LPC purchased shares of common stock at a price per share of (the “Initial Purchase Shares”) under the Purchase Agreement. Thereafter, under the Purchase Agreement, on any business day selected by us (the “Purchase Date”), the Company direct LPC to purchase up to shares of our common stock on such business day (each, a “Regular Purchase”), provided, however, that (i) the Regular Purchase be increased to up to shares, provided that the closing sale price of our common stock is below on the Purchase Date and (ii) the Regular Purchase be increased to up to shares, provided that the closing sale price of our common stock is below on the Purchase Date. In each case, LPC's maximum commitment in any single Regular Purchase exceed LPC has right to require the Company to sell any shares of common stock to LPC, but LPC is obligated to make purchases as the Company directs, subject to certain conditions. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of our common stock immediately preceding the time of sale without any fixed discount.

 

In addition to Regular Purchases described above, the Company also direct LPC, on any business day following the date on which the Company has properly submitted a Regular Purchase notice directing LPC to purchase the maximum number of shares of our common stock that the Company is then permitted to include in a single Regular Purchase notice (the “Accelerated Purchase Date”), to purchase an additional amount of our common stock (an “Accelerated Purchase”), to exceed the lesser of (i) () times the number of shares purchased pursuant to such Regular Purchase, and (ii) of the trading volume on the Accelerated Purchase Date at a purchase price equal to the lesser of (a) the closing sale price on the Accelerated Purchase Date, and (b) of the Accelerated Purchase Date's volume weighted average price. The Company shall have the right in its sole discretion to set a minimum price threshold for each Accelerated Purchase.

 

Under certain circumstances and in accordance with the Purchase Agreement, the Company direct LPC to purchase shares in multiple Accelerated Purchases on the same trading day, provided that all prior Accelerated Purchases (including those that have occurred earlier on the same day) have been completed and all of the shares to be purchased thereunder (and under the corresponding Regular Purchase) have been properly delivered to LPC in accordance with the Purchase Agreement. 

 

Other than as described above, there are trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of any sales of our common stock to LPC.

 

Transaction costs in connection with the Purchase Agreement with LPC totaled approximately Included in these transaction costs was a commitment fee paid by the Company in the amount of While this commitment fee relates to the entire offering and the purchases of common shares that will occur over time, the Company has recorded the entire commitment fee as issuance costs in additional paid-in capital at the time the commitment fee was paid because the offering has been consummated, and there is guaranteed future economic benefit from this payment.

 

 

In the Company closed an underwritten public offering of units (the Offering”) for gross proceeds of approximately which included the full exercise of the underwriter's overallotment option to purchase additional shares and warrants. The net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses and payable by the Company, were approximately  

 

The offering comprised of: () Class A Units, priced at a public offering price of per unit, with each unit consisting of share of common stock, a Series A warrant to purchase share of common stock at an exercise price of per share that expires on the anniversary of the date of issuance and a Series B warrant to purchase share of common stock at an exercise price of per share that expires on the anniversary of the issuance; and () Class B Units, priced at a public offering price of per unit, with each unit consisting of share of Series A preferred stock, convertible into share of common stock, a Series A warrant to purchase share of common stock at an exercise price of per share that expires on the anniversary of the date of issuance and a Series B warrant to purchase share of common stock at an exercise price of per share that expires on the anniversary of the issuance.

  

The securities comprising the units were immediately separable and were issued separately. A total of shares of common stock, shares of Series A preferred stock, Series A warrants to purchase up to shares of common stock, and Series B warrants to purchase up to shares of common stock were issued in the offering, including the full exercise of the over-allotment option.

 

As of all Series A convertible preferred stock had been converted into common stock and there are remaining shares of Series A convertible preferred stock outstanding. (See Note – Preferred Stock.)

 

As of there are Series A warrants to purchase a total of shares of common stock and Series B warrants to purchase a total of shares of common stock still remaining and outstanding. (See “” below.)

 

The activity of restricted common shares for the months ended is described as follows:

 

 

 

As of outstanding warrants to purchase shares of common stock were as follows: 

 

										Number of
										Shares
										Outstanding
		Exercisable		Expiration		Exercise				Under
Issuance Date		for		Date		Price				Warrants
February 2015		Common Shares		February 17, 2025		$	400.00				754
March 2015		Common Shares		March 26, 2025		$	272.00				14
May 2015		Common Shares		May 12, 2025		$	424.00				362
December 2015		Common Shares		December 16, 2025		$	560.00				267
April 2016		Common Shares		April 1, 2026		$	608.00				250
May 2016		Common Shares		May 11, 2021		$	774.00				50
June 2016		Common Shares		June 20, 2026		$	498.00				1,004
May 2017		Common Shares		May 25, 2027		$	950.00				2,220
November 2019		Common Shares		November 26, 2020		$	0.61				1,540,829
November 2019		Common Shares		November 26, 2024		$	0.61				7,080,390
November 2019		Common Shares		November 26, 2024		$	1.836				9,893,776
April 2020		Common Shares		April 21, 2025		$	0.6371				5,063,374
											23,583,290

 

In connection with the Offering, Series A warrants to purchase up to shares of common stock, and Series B warrants to purchase up to shares of common stock were issued in the offering. A Series A warrant to purchase share of common stock at an exercise price of per share that expires on the anniversary of the date of issuance and a Series B warrant to purchase share of common stock at an exercise price of per share that expires on the anniversary of the issuance. The Series A warrants to purchase share of common stock have a contractual term of year and an exercise price of per share. The Series B warrants to purchase share of common stock have a contractual term of years and an exercise price of per share.

 

In a total of shares of common stock were issued in connection with the exercise of Series A warrants for gross proceeds of approximately In a total of shares of common stock were issued in connection with the exercise of Series B warrants for gross proceeds of approximately

 

On the Company reduced the exercise price of the outstanding Series A warrants and Series B warrants from per share to per share. The Series A and B warrant exercise price adjustment to per share from per share resulted in the recognition of a modification expense on under the analogous guidance with respect to stock option modification under FASB ASC Topic Stock-Based Compensation (ASC ), wherein an exchange of warrants is deemed to be a modification of the initial warrant agreement by the replacement with a revised warrant agreement, requiring the incremental fair value, measured as the difference between the fair value immediately after the modification as compared to the fair value immediately before the modification, to the extent an increase, recognized as a modification expense. In this regard, the Series A warrants and Series B warrants exercise price adjustment resulted in the recognition of a current period modification expense of included in other income (expense) in the condensed consolidated statement of operations, with a corresponding increase to additional paid-in capital in the condensed consolidated balance sheet. The modification expense incremental fair value was estimated using a Black-Scholes valuation model, using the following assumptions:

 

		Immediately			Immediately
		before Modification			After Modification
Exercise price		$1.55			$0.61
Common stock price		$0.63			$0.63
Expected term (in years)		2.8			2.8
Average volatility		97%			97%
Risk-free interest rate		0.27%			0.27%
Dividend yield		0%			0%

 

On the Company entered into inducement letter agreements with certain institutional and accredited holders of Series A warrants and Series B warrants pursuant to which such holders agreed to exercise Series A warrants to purchase shares of common stock and Series B warrants to purchase shares of common stock for aggregate exercise proceeds to the Company of approximately

 

In conjunction, the Company also agreed to issue new Series A- warrants to purchase up to shares of common stock as an inducement for the exercise of Series A warrants, and new Series B- warrants to purchase up to shares of common stock as an inducement for the exercise of Series B warrants, in each case at an exercise price of per share and for a term of years. The Company determined the fair value of the Series A- and the Series B- warrants on the date of issuance to be approximately using the Black-Scholes option pricing model. Assumptions used were dividend yield of volatility of risk free interest rate of and a contractual life of years. The fair value of the Series A- and B- warrants is recorded as a cost of issuance of the offering and as additional paid-in capital. The transaction closed on Other transaction costs in connection with the Warrant Offering were approximately

 

In a total of shares of common stock were issued in connection with the exercise of Series A warrants for gross proceeds of approximately

 

In a total of shares of common stock were issued in connection with the exercise of Series A warrants for gross proceeds of approximately In a total of shares of common stock were issued in connection with the exercise of Series B warrants for gross proceeds of approximately  

 

As of there are Series A warrants to purchase a total of shares of common stock and Series B warrants to purchase a total of shares of common stock still remaining and outstanding.

 

In connection with the CRG Debt Conversion, CRG received warrants exercisable for shares of common stock, an amount equal to of our common stock on a fully diluted basis after taking the Offering into account (the “CRG Warrants”). The CRG Warrants have a contractual term of years and an exercise price equal to of the Series B convertible preferred stock conversion price of or per share. The Company determined the fair value of the warrants on the date of issuance to be approximately using the Black-Scholes option pricing model. Assumptions used were dividend yield of volatility of risk free interest rate of and a contractual life of years. The fair value of the CRG warrants is recorded as additional paid-in capital as part of the accounting for the debt conversion. 

 

In connection with the Loan Agreement, the Company issued warrants to purchase a total of shares of common stock at an exercise price of per share. The warrants have a contractual life of years and are exercisable immediately in whole or in part. The Company determined the fair value of the warrants on the date of issuance to be using the Black-Scholes option pricing model. The fair value of the warrants along with financing and legal fees totaling are recorded as debt issuance costs and presented in the condensed consolidated balance sheets as a deduction from the carrying amount of the note payable. The debt issuance costs are amortized to interest expense over the loan term. During the and months ended the Company recorded and respectively, of interest expense relating to the debt issuance costs using the effective interest method. During the and months ended the Company recorded and respectively, of interest expense relating to the debt issuance costs using the effective interest method. As of the unamortized debt discount was

  

shares issuable pursuant to warrants have been cancelled during the and months ended and

     

A total of shares issuable pursuant to warrants expired during the and months ended shares issuable pursuant to warrants expired during the and months ended