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Shareholders’ Equity
9 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Shareholders’ Equity

10. Shareholders’ Equity

 

Public Offering

On July 30, 2018, the Company completed an underwritten public offering consisting of 4,250,000 shares of its common stock at a price to the public of $11.50 per share. The net proceeds from the offering, after deducting the underwriting discounts and commissions and offering expenses, were approximately $45.8 million. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, which include, but are not limited to, the funding of clinical development of and pursuing regulatory approval for its product candidates (including the expansion of the Molgradex NTM program with a new study in the U.S. in CF affected individuals with chronic NTM lung infection), the initiation of Molgradex pre-commercialization activities, and general and administrative expenses. The July 2018 public offering was executed under a new registration agreement filed with the Securities and Exchange Commission on June 29, 2018 and declared effective on July 13, 2018.

 

Common Stock Sales Agreement/At The Market (ATM)

On April 28, 2017, the Company entered into a Common Stock Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, which was amended by Amendment No. 1 to the Common Stock Agreement (the “Amendment”) on June 29, 2018, pursuant to which the Company may offer and sell, from time to time, through Wainwright, shares of Savara’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of not more than $60.0 million, in addition to the $2.3 million in shares sold prior to the Amendment. The Amendment was effective on July 13, 2018, at the time the Company’s Registration Statement on Form S-3, dated June 29, 2018, (the “New Registration Statement”) was declared effective by the Securities and Exchange Commission.

The Shares will be offered and sold pursuant to the New Registration Statement. Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided Wainwright with customary indemnification rights, and Wainwright will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per Share sold. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement.

During the nine months ended September 30, 2018, the Company sold 46,900 shares of common stock under the Sales Agreement, for net proceeds of approximately $0.5 million.

Common Stock

The Company’s amended and restated certificate of incorporation, as amended in June 2018, authorizes the Company to issue 201 million shares of common and preferred stock, consisting of 200 million shares of common stock with $0.001 par value and one million shares of preferred stock with $0.001 par value.  The following is a summary of the Company’s common stock at September 30, 2018 and December 31, 2017.  

 

 

 

September 30,

2018

 

 

December 31,

2017

 

Common stock authorized

 

 

200,000,000

 

 

 

500,000,000

 

Common stock outstanding

 

 

35,120,540

 

 

 

30,509,522

 

 

The Company’s shares of common stock reserved for issuance as of September 30, 2018 and December 31, 2017 were as follows:

 

 

 

 

September 30,

2018

 

 

December 31,

2017

 

Warrants from Mast acquired in Merger

 

 

750,840

 

 

 

1,152,231

 

Warrants Converted Pursuant to Merger

 

 

72,869

 

 

 

74,992

 

April 2017 SVB Warrants

 

 

24,725

 

 

 

24,725

 

June 2017 SVB Warrants

 

 

41,736

 

 

 

41,736

 

Prefunded warrants

 

 

775,000

 

 

 

775,000

 

Stock options outstanding

 

 

2,634,295

 

 

 

1,916,832

 

Issued and unvested RSU's

 

 

169,375

 

 

 

86,875

 

Total shares reserved

 

 

4,468,840

 

 

 

4,072,391

 

Warrants

The following table summarizes the outstanding warrants for the Company’s common stock as of September 30, 2018:

 

Shares Underlying

Outstanding Warrants

 

 

Exercise Price

 

 

Expiration Date

 

314,446

 

 

$

52.50

 

 

November 2019

 

32,467

 

 

$

7.00

 

 

August 2020

 

403,927

 

 

$

29.40

 

 

February 2021

 

72,869

 

 

$

8.98

 

 

June 2021

 

24,725

 

 

$

9.10

 

 

April 2027

 

41,736

 

 

$

5.39

 

 

June 2027

 

775,000

 

 

$

0.01

 

 

October 2024

 

1,665,170