Quarterly report pursuant to Section 13 or 15(d)

Recent Other Equity and Common Stock Transactions

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Recent Other Equity and Common Stock Transactions
6 Months Ended
Jan. 31, 2016
Recent Other Equity and Common Stock Transactions  
Recent Other Equity and Common Stock Transactions

Note 8— Recent Other Equity and Common Stock Transactions

 

At January 31, 2016, the Company had outstanding warrants to purchase 3,073,675 shares of common stock, with exercise prices ranging from $5.20 to $24.00, all of which were classified as equity instruments.  These warrants expire at various times between March 2016 and May 2021.

 

November 2015 Public Offering

 

On November 9, 2015, the Company closed the registered public offering of an aggregate of 2,142,860 shares of Common Stock and warrants to purchase an aggregate of 1,071,430 shares of Common Stock (collectively, the “Warrants”)  at a purchase price of $3.50 per unit pursuant to a Securities Purchase Agreement with investors dated November 3, 2015 (the “November 2015 Public Offering”).  Each purchaser was issued a warrant to purchase up to that number of shares of the Company’s Common Stock equal to 50% of the shares issued to such purchaser.  The Warrants have an exercise price of $4.50 per share, are exercisable six months after issuance and expire on May 9, 2021. The Company received aggregate gross proceeds of approximately $7.5 million and net proceeds, after deducting the Placement Agent Fee (described below) and other estimated offering expenses payable by the Company, of approximately $6.9 million in the November 2015 Public Offering.  The Company intends to use the net proceeds from the offering for general corporate purposes, including clinical trial expenses and research and development expenses.

 

On November 3, 2015, the Company entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (“Wainright”), pursuant to which Wainright agreed to act as the Company’s placement agent in connection with the November 2015 Public Offering.  The Company agreed to pay an aggregate cash fee for placement agent and financial advisory services equal to 6.0% of the gross proceeds of the November 2015 Public Offering (the “Placement Agent Fee”), as well as a non-accountable expense allowance equal to 1% of the gross proceeds of the November 2015 Financing and certain other expense reimbursements.  In addition, the Company agreed to issue warrants to purchase an aggregate of up to 5% of the aggregate number of shares of Common Stock sold in the November 2015 Public Offering, or 107,143 shares, to the placement agent or its designees (the “Placement Agent Warrants”).  The Placement Agent Warrants have substantially the same terms as the Warrants, except that they have an exercise price of $4.375 and expire on November 9, 2020.

 

The Company intends to use the net proceeds from the November 2015 Public Offering for general corporate purposes, including clinical trial expenses and research and development expenses. The fair value of Warrants, based on their fair value relative to the common stock issued, was approximately $1.6 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 5.5 year life, volatility of 88.63%, and a risk-free interest rate of 1.75%).  The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the condensed balance sheet.

 

The fair value of the Placement Agent Warrants was $0.2 million (based on the Black-Scholes Option Pricing Model assuming no dividend yield, a 5.0 year life, volatility of 89.08%, and a risk-free interest rate of 1.75%).  The Company completed an evaluation of these warrants and determined the warrants should be classified as equity within the condensed balance sheet.

 

June 2015 Public Offering

 

On June 8, 2015, the Company closed a registered direct public offering of an aggregate of 2,469,091 shares of its common stock at a purchase price of $5.50 per share, for gross proceeds of approximately $13.6 million (the “June 2015 Public Offering”). After deducting for fees and expenses, the aggregate net proceeds from the sale of the common stock in the June 2015 Public Offering were approximately $12.5 million.  In connection with the June 2015 Public Offering, the Company paid placement agent fees consisting of (i) a cash fee equal to 6% of the gross proceeds of the offering, as well as a non-accountable expense allowance equal to 1% of the gross proceeds, and (ii) warrants to purchase up to an aggregate of 5% of the aggregate number of shares of common stock sold in the offering, or 123,455 shares of our common stock.  The warrants issued to the placement agent are exercisable at an exercise price of $6.88 per share, are exercisable beginning December 8, 2015 and will expire on May 12, 2019. The warrants were classified as equity with a fair market value of approximately $0.6 million recorded in our balance sheet.

 

The Company has not adopted any policy regarding payment of dividends.  No dividends have been declared or paid during the periods presented.