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Stockholders' Equity
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Stockholders' Equity

10. Stockholders’ Equity

For accounting purposes, all common stock, preferred stock, warrants, options to purchase common stock and loss per share amounts have been adjusted to give retroactive effect to the exchange ratio and reverse stock split for all periods presented in these consolidated financial statements.

As of December 31, 2018, the Company had 500,000,000 shares authorized of common stock, $0.01 par value, of which 35,860,114 shares were issued and outstanding and 5,000,000 shares authorized of preferred stock, $0.01 par value, of which none was issued and outstanding.

Common Stock

Public Offering

On April 30, 2018, the Company closed an underwritten public offering of 5,899,500 shares of its common stock, including the exercise in full by the underwriter of its overallotment option to purchase an additional 769,500 shares, at the public offering price of $9.75 per share for gross proceeds of approximately $57.5 million, before deducting the underwriting discounts and commissions and offering expenses of approximately $3.9 million. The shares of common stock were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-224207) that was filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2018 and declared effective on April 20, 2018, which covers the offering, issuance and sale of up to $125,000,000 million of its common stock, preferred stock, debt securities or warrants and other securities, either individually or in combination (“the April 2018 Shelf”).

Form S-3 and Equity Sales Agreement

In November 2018, the Company entered into an Equity Distribution Agreement (“the Agreement”) with Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. (collectively, the “Sales Agents”), pursuant to which the Company may sell and issue shares of its common stock up to an aggregate of $50 million through the Sales Agents. The shares were offered pursuant to the April 2018 Shelf. The Company agreed to pay the Sales Agents a commission of up to 3% of the gross proceeds of any sales of common stock pursuant to the Agreement. The Company incurred approximately $0.3 million related to legal, accounting and other fees in connection with the Agreement. For the year ended December 31, 2018, under the Agreement, the Company sold 201,100 shares of common stock and received proceeds of $2.2 million. At December 31, 2018, there was approximately $47.5 million available for future sales pursuant to the Agreement.

On November 16, 2018, the Company filed a shelf registration statement (“November 2018 Shelf”) on Form S-3 with the SEC. The November 2018 Shelf (File No. 333-228430) was declared effective on November 26, 2018 and covers the offering, issuance and sale of up to $200 million of the Company’s common stock, preferred stock, debt securities or warrants and other securities, either individually or in combination.

Preferred and Common Stock

In February 2016, Eloxx Limited issued shares of preferred stock to purchase shares of preferred stock for an aggregate gross amount of $6.0 million.

In August 2016, Technion Investment Opportunities Fund L.P (the “TIOF) and TRDF exercised 124,786 and 311,964 warrants, respectively, to purchase shares of preferred stock for total consideration of $0.4 million.

In September 2016, Eloxx Limited achieved a milestone in connection with the prior issuance of securities, pursuant to which Eloxx Limited paid a $0.1 million milestone payment and issued to investors additional shares of preferred stock and warrants to purchase preferred stock for an aggregate amount of $3.7 million.

In May 2017, Eloxx Limited entered into a Share Purchase Agreement (the “2017 SPA”) with certain existing and new investors, whereby, an aggregate gross amount of $21.5 million, which included the conversion of the loan (as detailed in Note 7), was received by Eloxx Limited in exchange for the issuance of preferred stock including shares of preferred stock that were issued as a result of the anti-dilution effect of the Reverse Merger. The related issuance costs recorded in 2017 were $0.6 million.

Upon the closing of the Reverse Merger in December 2017, the Company issued 6,333,333 shares of common stock related to the 2017 SPA for an aggregate gross amount of $17.5 million. Additionally, Sevion raised $1.5 million prior to the Reverse Merger. The related issuance costs for these transactions recorded in 2017 was $0.5 million.

Warrants

Eloxx Limited had issued warrants to purchase shares in conjunction with the Share Purchase Agreements prior to the Transaction.  During the year ended December 31, 2018, transactions related to warrants were as follows:

 

 

 

Shares

 

 

Weighted

average

exercise

price

 

 

Weighted

average remaining

contractual

life (Years)

Warrants outstanding at December 31, 2017

 

 

480,049

 

 

$

3.97

 

 

4.24

Exercised

 

 

(64,374

)

 

 

0.80

 

 

 

Forfeited

 

 

(68,434

)

 

 

8.00

 

 

 

Warrants outstanding at December 31, 2018

 

 

347,241

 

 

$

3.77

 

 

3.92

Warrants exercisable at December 31, 2018

 

 

347,241

 

 

$

3.77

 

 

3.92