Stockholders' Equity and Common Stock Warrants

2020

Common Stock Offering

May 2020,

the Company completed the

May 2020

Offering, a public offering of

11,428,572

shares of common stock for a purchase price of

$1.05

per share for net proceeds of

$10.3

million after deducting commissions, discounts, and other offering costs. In addition, at the closing of the

May 2020

Offering, the Company issued warrants to purchase up to

571,429

shares of common stock to designees of the placement agent for the

May 2020

Offering. The placement agent's warrants have an exercise price of

$1.3125

per share and a term of

five

years from the date of issuance.

Additionally, also in

May 2020,

the Company entered into a warrant exercise agreement with an investor who held a previously outstanding warrant to purchase up to an aggregate of

5,000,000

shares of our common stock at an exercise price of

$0.35

per share(the Prior Warrant). In consideration for the exercise of the Prior Warrant for cash and an additional

$0.125

per each share of common stock resulting from the exercise, the exercising investor received new unregistered warrants to purchase up to an aggregate of

5,000,000

shares of common stock in a private placement. The warrants are exercisable immediately at an exercise price of

$0.5263

per share and exercisable until

November 8, 2025.

The Company recognized a deemed dividend of

$2.0

million to reflect the consideration given as an inducement for the investor to exercise the warrants. This deemed dividend is recorded in the Company's consolidated statement of operations during the year ended

December 31, 2020

as an increase to the net loss attributable to common stockholders for purposes of computing net loss per share, basic and diluted.

In connection with the warrants exercised in

May 2020,

the Company issued warrants to purchase up to

250,000

shares of common stock to the placement agent with an exercise price of

$0.5938

per share and otherwise have identical terms to the warrants issued to the investor.

2019

Common Stock Offerings

December 2019,

Company completed the

December 2019

Offering, an offering of

6,266,787

shares of its common stock and warrants to purchase

6,266,787

shares of common stock. The shares of common stock and warrants were sold for a combined purchase price of

$0.5585

per share for net proceeds of

$3.0

million. The

December 2019

Offering warrants are exercisable beginning on the date of their issuance until

June 13, 2025

at an initial exercise price equal to

$0.4335

per share.

In addition, at the closing of the

December 2019

Offering, the Company issued warrants to purchase up to

313,339

shares of common stock to designees of the placement agent. The placement agent's warrants have an exercise price of

$0.6981

per share and a term of

five

years from the date of issuance.

November 2019,

the Company completed the

November 2019

Offering, a registered direct public offering of

5,104,429

shares of its common stock, and

6,324,143

pre-funded warrants each to purchase

one

share of common stock, together with warrants to purchase up to

22,857,144

shares of common stock at a combined public offering price of

$0.35

per share and associated warrants for total net proceeds of

$3.3

million. The warrants were issued with an exercise price of

$0.35

per warrant and are exercisable beginning on their date of issuance. Of the warrants issued,

11,428,572

have a term of

months and

11,428,572

have a term of

years. During the year ended

December 31, 2019,

11,091,716

of those warrants were exercised for additional proceeds of

$3.9

million.

In addition, at the closing of the

November 2019

Offering, the Company issued warrants to purchase up to

571,429

shares of common stock to designees of the placement agent. The placement agent's warrants have an exercise price of

$0.4375

per share and a term of

five

years from the date of issuance.

May 2019,

the Company completed the

May 2019

Offering, a registered direct public offering of

1,317,060

shares of common stock and a private placement of warrants to purchase

1,317,060

shares of common stock. The shares of common stock and warrants were sold for a combined purchase price of

$4.895

for total net proceeds of

$5.6

million. The warrants are exercisable beginning on the date of their issuance until

November 29, 2024

at an initial exercise price equal to

$5.00.

In addition, at the closing of the

May 2019

Offering, the Company issued warrants to purchase up to

65,853

shares of common stock to designees of the placement agent. The placement agent's warrants have an exercise price of

$6.11875

per share, a term of

years from the date of issuance and otherwise substantially similar terms to the form of the investor warrant.

Common Stock Warrants

During its evaluation of equity classification for the Company's common stock warrants issued in

2020

and

2019,

the Company considered the conditions as prescribed within ASC

815

40,

Derivatives and Hedging, Contracts in an Entity

s own Equity

. The conditions within ASC

815

are

not

subject to a probability assessment. The warrants do

not

fall under the liability criteria within ASC

480,

Distinguishing Liabilities from Equity

as they are

not

puttable and do

not

represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC

815,

but are eligible for the scope exception as they are indexed to the Company's own stock and would be classified in permanent equity if freestanding.

As of

December

31,

2020,

the Company had the following warrants outstanding to acquire shares of its common stock:

	Outstanding		Range of exercise price per share			Expiration dates
Common stock warrants issued in 2017 related to Series A convertible preferred stock offering		903,870		$33.30		March 2022
Common stock warrants issued in 2018 related to the January 2018 common stock offering		1,181,421	$12.00	-	$15.00	January 2023
Common stock warrants issued related to the May 2019 Offering		1,382,913	$5.00	-	$6.11875	May and December 2024
Common stock warrants issued related to the November 2019 Offering		497,140	$0.35	-	$0.4375	May 2024
Common stock warrants issued related to the December 2019 Offering		313,339	$0.4335	-	$0.6981	December 2024 and June 2025
Common stock warrants issued related to the May 2020 Offering		571,429		$1.31		March 2025
Common stock warrants issued related to the May 2020 Investor Warrant Exercise		4,250,000	$0.5263	-	$0.5938	November 2025
		9,100,112

During the year ended

December 31, 2020,

warrants expired and

19,106,504

warrants were exercised for gross proceeds of

$8.0

million. During the year ended

December 31, 2019,

1,767

warrants expired and

17,415,859

warrants were exercised for net proceeds of

$3.9

million.