Stockholders' Equity

12 Months Ended

Dec. 31, 2019

STOCKHOLDERS’ EQUITY

Authorized Stock

In June 2018, our stockholders approved an amendment and restatement of our Certificate of Incorporation to reflect an increase in the number of authorized shares of our common stock from 175 million shares to 300 million shares. In addition to the increase in the authorized number of shares of common stock, the amendment eliminates designated series of preferred stock that are obsolete and are no longer outstanding or issuable, including Series B Junior Participating Preferred Stock and Series E Convertible Voting Preferred Stock. As of December 31, 2019, we had five million shares of preferred stock authorized and no shares of preferred stock outstanding. The amendment was filed with the Delaware Secretary of State in June 2018.

Stockholder Rights Agreement

On November 29, 2010, our Board of Directors approved a stockholder rights agreement (the “Stockholder Rights Agreement”), effective December 13, 2010. A stockholder rights agreement is designed to deter coercive, unfair, or inadequate takeovers and other abusive tactics that might be used in an attempt to gain control of our company. A stockholder rights agreement will not prevent takeovers at a full and fair price, but rather is designed to deter coercive takeover tactics and to encourage anyone attempting to acquire our company to first negotiate with our Board of Directors.

On March 27, 2018, we entered into a Second Amendment to Rights Agreement which had the effect of suspending the Stockholders Rights Agreement as of March 30, 2018, though it will expire under its terms on December 13, 2020.

Common Stock Issuable Upon Exercise of Stock Options and Vesting of Restricted Stock Units

As of December 31, 2019, (i) 4.7 million shares of our common stock are issuable upon the exercise of outstanding stock options (regardless of whether in or out-of-the-money) and (ii) 0.5 million shares of our common stock are issuable if the maximum market conditions of our outstanding restricted stock unit agreements are met.

Stock Warrant Activity

We typically issue warrants to purchase shares of our common stock to investors as part of a financing transaction or in connection with services rendered by placement agents or consultants. During 2018, our previously outstanding warrants were exercised, and therefore no outstanding warrants remained as of December 31, 2019. A summary of warrant activity is as follows:



	Number of Shares		Weighted Average Exercise Price
Outstanding — December 31, 2016	445,000		$	6.78
Outstanding — December 31, 2017	445,000		6.78
Exercised	(445,000	)	6.78
Outstanding — December 31, 2018	—		$	—

Sale of Common Stock Under ATM Agreements

In December 2015, and August 2017, we entered into a new collective at-market-issuance (ATM) sales agreement with FBR Capital Markets & Co., MLV & Co. LLC, and H.C. Wainwright & Co., LLC. (“December 2015 ATM Agreement” and the “August 2017 ATM Agreement”, respectively). These agreements allowed us to raise aggregate gross proceeds through these brokers of up to $250 million from the sale of our common stock on the public market. During the year ended December 31, 2017 we raised net proceeds of $128.3 million. We had no sales under the ATM during the year ended December 31, 2018.

In April 2019, we entered into a new collective at-market-issuance sales agreement with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC and B. Riley FBR, Inc. (the “April 2019 ATM Agreement”) connected to our automatic shelf registration statement on Form S-3ASR, filed with the SEC on April 5, 2019.

The April 2019 ATM Agreement allows us to raise aggregate gross proceeds of $150 million from the periodic sales of our common stock on the public market. Through December 31, 2019, we raised aggregate net proceeds of $1.8 million under this ATM. These proceeds and any future proceeds raised will support the advancement of our in-development drug candidates, activities in connection with the launch of our in-development drug candidates, including hiring and building inventory supply, making acquisitions of assets, businesses, companies or securities, capital expenditures, and for other working capital purposes.



Description of Financing Transaction	No. of Common Shares Issued	Proceeds Received (Net of Broker Commissions and Fees )
Common shares issued pursuant to the December 2015 ATM Agreement between July 1, 2017 and July 31, 2017	3,243,882	$	23,745
Common shares issued pursuant to the August 2017 ATM Agreement between August 1, 2017 and December 31, 2017	10,314,250	$	104,527
Common shares issued pursuant to the April 2019 ATM Agreement during the year ended December 31, 2019	221,529	$	1,814

There were no sales of our common stock under the April 2019 ATM Agreement during the three months ended December 31, 2019.