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Stockholders' Equity
12 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Stockholders' Equity

(8) Stockholders’ Equity

 

Offerings of Common Stock

 

 On October 21, 2020, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell 7,826,086 shares (the “Public Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $2.30 per share (the “Public Offering”).

 

The Public Offering resulted in gross proceeds of approximately $18.0 million before deducting the placement agent’s fees and related offering expenses.

  

Pursuant to an engagement agreement dated July 23, 2020, as amended, the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Public Offering. The Company issued to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants No. 1”) to purchase up to 469,565 shares of Common Stock, which represents 6.0% of the Public Offering Shares sold in the Public Offering. The Placement Agent’s Warrants No. 1 have an exercise price of $2.875 per share, which represents 125% of the per share offering price of the Public Offering Shares, and a termination date of October 21, 2025.  The Placement Agent’s Warrants No. 1 had a fair value per share of $2.01 as of the date of issuance.

 

On October 28, 2020, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “October Registered Offering”), 2,887,906 shares (the “October Registered Offering Shares”) of the Company’s Common Stock, at an offering price of $2.15 per share.

 

The October Registered Offering resulted in gross proceeds of approximately $6.2 million before deducting the placement agent’s fees and related offering expenses.

  

Pursuant to an engagement agreement dated July 23, 2020, as amended, the Company engaged the Placement Agent to act as the Company’s exclusive placement agent in connection with the October Registered Offering. The Company also issued to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants No. 2”) to purchase up to 173,274 shares of Common Stock, which represents 6.0% of the October Registered Offering Shares sold in the October Registered Offering. The Placement Agent’s Warrants No. 2 have an exercise price of $2.6875 per share, which represents 125% of the per share offering price of the October Registered Offering Shares, and a termination date of October 28, 2025. The Placement Agent’s Warrants No. 2 had a fair value per share of $1.80 as of the date of issuance.

 

On February 11, 2021, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “February Registered Offering”), 2,845,535 shares (the “February Registered Offering Shares”) of the Company’s Common Stock, par value $0.001 per share, at an offering price of $3.25 per share.

 

The February Registered Offering resulted in gross proceeds of approximately $9.25 million before deducting the placement agent’s fees and related offering expenses.

 

Pursuant to an engagement agreement, dated July 23, 2020, as amended, the Company engaged the Placement Agent to act as the Company’s exclusive placement agent in connection with the February Registered Offering. The Company has issued to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants No. 3”) to purchase up to 170,732 shares of Common Stock, which represents 6.0% of the February Registered Offering Shares sold in the February Registered Offering. The Placement Agent’s Warrants No. 3 have an exercise price of $4.0625 per share, which represents 125% of the per share offering price of the February Registered Offering Shares and a termination date of February 11, 2026. The Placement Agent’s Warrants had a fair value per share of $2.94 as of the date of issuance.

 

On April 7, 2021, the Company entered into an amended and restated underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) to issue and sell, in an underwritten, firm-commitment public offering (the “Offering”), 21,639,851 shares of the Company’s Common Stock. The offering price to the public in the Offering was $1.50 per share of Common Stock and Wainwright agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $1.395 per share, representing an underwriting discount of seven percent (7.0%). Pursuant to the Underwriting Agreement, the Company also granted Wainwright an option to purchase, for a period of 30 days from the date of the Underwriting Agreement, up to an additional 3,245,977 shares of Common Stock. On April 12, 2021, Wainwright exercised the option in full.

 

The Offering resulted in aggregate gross proceeds, including the option exercise, of approximately $37.3 million, before deducting underwriting discounts and commissions and estimated offering expenses.

 

Pursuant to the Underwriting Agreement, the Company issued warrants (the “Underwriter Warrants”) to Wainwright (in its capacity as the underwriter of the Offering) or its designees to purchase shares of Common Stock in an amount equal to 6.0% of the aggregate number of shares sold in the Offering, or 1,493,150 shares of Common Stock in the aggregate, at an exercise price of $1.875 per share. The Underwriter Warrants will be exercisable immediately on or after the date the Company receives shareholder approval to increase its number of authorized shares and upon filing its amendment of certificate of incorporation with the Secretary of State of Delaware and will expire five years after the commencement of the sales of this offering.

 

At-the-Market Agreements

 

On December 18, 2020, the Company entered into an at-the-market offering agreement (the “Wainwright ATM Agreement”) with H.C. Wainwright & Co., LLC as agent, pursuant to which the Company may offer and sell, from time to time through H.C. Wainwright, shares of the Company’s Common Stock, having an aggregate offering price of up to $3,582,614. During the second quarter of fiscal 2021, the Company sold 1,139,323 shares of Common Stock pursuant to the Wainwright ATM Agreement. In connection with the sales of these shares of Common Stock, the Company received gross proceeds of approximately $3.6 million. The weighted-average sale price per shares was $3.14.

 

Warrants

 

A summary of the common stock warrant activity for the year ended June 30, 2021 is presented below:

 

 

 

Shares

(In thousands)

 

 

Weighted

Average Exercise Price

 

 

Aggregate Fair Market Value at Issuance

(In thousands)

 

 

Weighted Average Remaining Contractual Life

(in years)

 

Outstanding at June 30, 2019

 

 

 

 

$

 

 

$

 

 

 

 

Issued

 

 

86

 

 

 

5.14

 

 

 

194

 

 

 

4.74

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Canceled or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2020

 

 

86

 

 

$

5.14

 

 

$

194

 

 

 

4.74

 

Issued

 

 

2,307

 

 

 

2.40

 

 

 

3,553

 

 

 

4.47

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Canceled or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2021

 

 

2,393

 

 

$

2.32

 

 

$

3,747

 

 

 

4.44

 

 

The following represents a summary of the warrants outstanding at each of the dates identified:

 

 

 

 

 

 

 

 

 

 

 

Number of Shares Underlying Warrants

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

For the period ended June 30,

 

Issue Date

 

Classification

 

Exercise Price

 

 

Expiration Date

 

2021

 

 

2020

 

March 26, 2020

 

Equity

 

$

6.25

 

 

March 25, 2025

 

 

25

 

 

 

25

 

March 30, 2020

 

Equity

 

$

4.6875

 

 

March 27, 2025

 

 

61

 

 

 

61

 

October 23, 2020

 

Equity

 

$

2.88

 

 

October 21, 2025

 

 

470

 

 

 

 

October 28, 2020

 

Equity

 

$

2.6875

 

 

October 28, 2025

 

 

173

 

 

 

 

February 16, 2021

 

Equity

 

$

4.06

 

 

February 11, 2026

 

 

171

 

 

 

 

April 12, 2021

 

Equity

 

$

1.875

 

 

April 7, 2026

 

 

1,493

 

 

 

 

Total Outstanding

 

 

 

 

 

 

 

 

 

 

2,393

 

 

 

86

 

 

Nasdaq Compliance

 

As previously noted in our Form 10-K for the fiscal year ended June 30, 2020, the Company was not in compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because its stockholders’ equity was below the required minimum of $2.5 million at June 30, 2020. On September 11, 2020, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that it was not in compliance with the required stockholder’s equity of $2.5 million.

 

The Notice had no immediate effect on the Company’s listing on The Nasdaq Capital Market. The Company originally had until October 26, 2020 to submit a plan to regain compliance with the minimum stockholders’ equity requirement; however, Nasdaq granted an extension of the deadline to submit a plan until November 2, 2020.

 

Following the successful offerings of the Company’s Common Stock during fiscal year 2021, the Company is now in compliance with the minimum stockholders’ equity requirement.