XML 31 R15.htm IDEA: XBRL DOCUMENT v3.21.1
Shareholders' Equity
12 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]  
Shareholders’ Equity

Note 8. Shareholders’ Equity


Preferred Stock


The Company has 350,000 shares of preferred stock authorized, none of which are issued or outstanding.


Common Stock


The following items represent transactions in the Company’s common stock for the year ended December 31, 2020:


  The Company issued 10,000 shares of restricted common stock on January 8, 2020, February 10, 2020 and March 12, 2020 for a total of 30,000 shares to a vendor as consideration for its service performed. The fair values for the shares issued were $1.68, $2.25 and $1.97 per share, respectively. The shares were fully vested on the date of grant and resulted in the recognition of $59,000 of expense during the year ended December 31, 2020.

  On March 23, 2020, the Company issued 1,956,182 fully vested shares of common stock to Hy Biopharma, Inc. (“Hy Biopharma”) as payment for a milestone. The fair value of the shares was $2.56 per share.
     
  On November 25, 2020, the Company increased its authorized shares of common stock from 50,000,000 to 75,000,000.

  During the year ended December 31, 2020, the Company issued 460,161 shares of common stock as a result of warrant exercises and 5,758 shares of common stock as a result of option exercises. The weighted average exercise price per warrant and option was $1.87 and $1.19, respectively. The cash exercise price of $1,882 for 2,189 shares issued upon the exercise of such options was received in December 2019.

  During the year ended December 31, 2020, the Company issued 6,438,431 shares of common stock pursuant to the FBR Sales Agreement at a weighted average price of $2.21 per share.

The following items represent transactions in the Company’s common stock for the year ended December 31, 2019


  On January 2, 2019, the Company issued 60,000 shares of common stock to a vendor as partial consideration for its service performed. The fair value of the shares was $0.96 per share.

  The Company issued 8,681 shares of restricted common stock on both April 29, 2019 and July 1, 2019 to a vendor as consideration for its service performed. The fair values for the shares issued were $0.73 and $0.72 per share, respectively.

  On May 15, 2019, the Company issued 50,000 shares of common stock to a vendor as partial consideration for its service performed. The fair value of the shares was $0.83 per share. In addition, the Company issued to the vendor 25,000 shares of common stock with a fair value of $0.98 per share on July 15, 2019, 5,000 shares of common stock with a fair value of $1.05 per share on August 15, 2019, and 10,000 shares with a fair value of $0.88 per share on September 15, 2019.

  On June 28, 2019, the Company issued 78,338 shares of restricted common stock to Altamont, a company which owns 5% or more of the Company’s shares of common stock, as reimbursement for its cost incurred related to the re-development of the Company’s website and partial consideration for its service performed. The fair value of the shares was $0.71 per share.

  During the year ended December 31, 2019, the Company issued 3,824,585 shares of common stock pursuant to the FBR Sales Agreement at a weighted average price of $1.08 per share.

All issuances of the Company’s common stock for the years ended December 31, 2020 and 2019 described above, other than shares issued under the FBR Sales Agreement and those issued to Hy Biopharma, were issued under the 2015 Plan and are registered on a Registration Statement on Form S-8 (SEC File No. 333-208515). However, as shares of common stock are not covered by a reoffer prospectus, the certificates evidencing such shares reflect a Securities Act of 1933, as amended, restrictive legend. The shares issued to Hy Biopharma and those issued under the FBR Sales Agreement were registered on a Registration Statement on Form S-3 (SEC File No. 333-239928).


FBR At Market Issuance Sales Agreement


On August 11, 2017, the Company entered into the FBR Sales Agreement to sell shares of the Company’s common stock from time to time, through an “at-the-market” equity offering program under which FBR acts as sales agent. Under the FBR Sales Agreement, the Company sets the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales may be requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The FBR Sales Agreement provides that FBR is entitled to compensation for its services in an amount equal to 3% of the gross proceeds from the sale of shares sold under the FBR Sale Agreement. The Company has no obligation to sell any shares under the FBR Sales Agreement, and may suspend solicitation and offers under the FBR Sales Agreement at any time.


The Company’s shelf registration statement on Form S-3 (File No. 333- 217738) filed on May 5, 2017 (the “May 2017 Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) expired on August 10, 2020, but was available to be utilized for a period up to six months or until a new shelf registration statement was declared effective, whichever occurred first. All sales under the FBR Sales Agreement from August 11, 2017 through August 10, 2020 were made pursuant to the May 2017 Registration Statement.


All sales of common stock made pursuant to the FBR Sales Agreement since the expiration of the May 2017 Registration Statement have been, and future sales will be, made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 239928) filed on July 17, 2020 (the "July 2020 Registration Statement") with the SEC, and any amendments thereto, the base prospectus filed as part of such registration statement, and any prospectus supplements. The July 2020 Registration Statement was declared effective on August 28, 2020.


On August 28, 2020, the Company filed a prospectus supplement to the FBR Sales Agreement to offer and sell shares of Company common stock having an aggregate offering price of up to $20.0 million under the July 2020 Registration Statement. As of March 30, 2021, there was $2.1 million available for the sale of common stock under the FBR Sales Agreement.