Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.20.2
Equity
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity

Note 4 - Equity 

 

On August 7, 2020, the Board unanimously approved a reverse stock split of its outstanding common stock by combining outstanding shares of common stock into a lesser number of outstanding shares of common stock by a ratio of 1-for-30, and on August 10, 2020, the Company filed with the Secretary of State of Delaware a certificate of amendment to its certificate of incorporation to effect the reverse stock split. Accordingly, all common share and per common share data in these consolidated financial statements and related notes hereto have been retroactively adjusted to account for the effect of this reverse stock split for all periods presented.

 

On April 24, 2020, the Company issued and sold 4.3 million shares of common stock and 2.8 million pre-funded warrants to purchase shares of common stock. The price to the public in this offering for each share of common stock was $4.50 and for each pre-funded warrant was $4.497. Each pre-funded warrant has an exercise price of $0.003 per share and is exercisable immediately upon issuance. The pre-funded warrants are subject to certain limitations on beneficial ownership. Gross proceeds from this offering to Actinium were $31.6 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. Net proceeds from this offering were $29.1 million.

 

In June 2020, holders of 1.2 million pre-funded April 2020 warrants exercised their warrants at $0.003 per share and received 1.2 million shares of common stock.

 

On June 19, 2020, the Company issued and sold 1.9 million shares of common stock and 0.7 million pre-funded warrants to purchase shares of common stock. The price to the public in this offering for each share of common stock was $9.75 and for each pre-funded warrant was $9.747. Each pre-funded warrant has an exercise price of $0.003 per share and is exercisable immediately upon issuance. The pre-funded warrants are subject to certain limitations on beneficial ownership. Gross proceeds from this offering to Actinium were $25.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. Net proceeds from this offering were $23.0 million.

 

In December 2018, the Company entered into the Amended and Restated At Market Issuance Sales Agreement with B. Riley FBR, Inc. and JonesTrading Institutional Services LLC, pursuant to which the Company conducted its at-the market program. During the six months ended June 30, 2020, the Company sold 0.3 million common shares through its at-the-market program, resulting in net proceeds of $2.5 million.

 

In October 2018, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement and a registration rights agreement, pursuant to which the Company has the right to sell to Lincoln Park shares of the Company’s common stock having an aggregate value of up to $32.5 million, subject to certain limitations and conditions set forth in the agreement. During the six months ended June 30, 2020, the Company elected to sell to Lincoln Park 27 thousand shares and received $0.2 million.

 

In June 2020, the Company issued 5 thousand shares of restricted common stock, valued at $30 thousand, for consulting services.

 

For the six months ended June 30, 2019, holders of March 2018 series A warrants exercised 83 thousand shares, resulting in the Company receiving $1.5 million. The remaining March 2018 series A warrants expired in March 2019.

 

The Company has outstanding warrants to purchase 1,907 shares of common stock that include down-round protection. For warrants with down-round protection, a deemed dividend is recorded for the change in fair value of the warrants when the down-round provision is triggered. As result of the April 2019 offering, the exercise price of the warrant was reset from $37.50 per share to $26.40 per share. As a result of the April 2020 offering and June 2020 offering, the exercise price of the warrant was reset from $26.40 per share to $15.60 per share. The down-round protection provision in the above warrants created a deemed dividend to common stockholders of $1 thousand in the six months ended June 30, 2020 and 2019, which are reflected in the accompanying consolidated statement of operations and consolidated statement of changes in stockholders’ equity.

 

Stock Options

 

The following is a summary of stock option activity for the six months ended June 30, 2020:

 

(in thousands, except for per-share amounts)   Number of Shares     Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Term
(in years)
    Aggregate
Intrinsic
Value
 
Outstanding, December 31, 2019     380     $ 35.10       7.88     $ -  
Granted     -                          
Cancelled     (15 )     15.86                  
Outstanding, June 30, 2020     365       36.00       7.49       519  
                                 
Exercisable, June 30, 2020     194       56.43       6.47       112  

   

During the six months ended June 30, 2020, options to purchase 15 thousand shares were cancelled upon the termination of employment for several employees.

 

The fair values of all options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at June 30, 2020 was $1.5 million related to unvested options, which is expected to be expensed over a weighted average of 2.8 years. During the six months ended June 30, 2020 and 2019, the Company recorded compensation expense related to stock options of $0.5 million and $0.3 million, respectively.

 

Pre-funded Warrants

 

As part of the April 2020 offering and the June 2020 offering, the Company issued pre-funded warrants. Each pre-funded warrant has an exercise price of $0.003 per share and is exercisable immediately upon issuance. The pre-funded warrants are subject to certain limitations on beneficial ownership. The pre-funded warrants do not have an expiration date. Management determined that the pre-funded warrants are freestanding instruments and that the pre-funded warrants should be classified as permanent equity in accordance with authoritative guidance.

 

Following is a summary of pre-funded warrant activity for the six months ended June 30, 2020.

 

(in thousands, except for per-share amounts)   Number of Shares     Weighted
Average
Exercise
Price
    Aggregate
Intrinsic
Value
 
Outstanding, December 31, 2019     -     $ -     $ -  
Granted     3,459       0.003          
Exercised     (1,200 )     0.003          
Outstanding, June 30, 2020     2,259     $ 0.003     $ 23,814  
                         
Exercisable, June 30, 2020     2,259     $ 0.003     $ 23,814  

 

Warrants

 

Following is a summary of warrant activity for the six months ended June 30, 2020:

 

(in thousands, except for per-share amounts)   Number of Shares     Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Term
(in years)
    Aggregate
Intrinsic
Value
 
Outstanding, December 31, 2019     2,871     $ 20.71       2.95     $ 301  
Granted     -       -                  
Exercised     -       -                  
Cancelled/Expired     -       -                  
Outstanding, June 30, 2020     2,871     $ 20.71       2.45     $ 497  
                                 
Exercisable, June 30, 2020     2,865     $ 20.37       2.45     $ 496  

 

Subsequent Events

 

In July 2020, holders of 0.4 million pre-funded April 2020 and June 2020 warrants exercised their warrants at $0.003 per share and received 0.4 million shares of common stock. Holders of 2 thousand April 2019 warrants exercised their warrants at $15.00 per share and received 2 thousand shares.

 

In August 2020, the Company filed a registration statement including a base prospectus which covers the offering, issuance and sale of up to $500 million of common stock, preferred stock, warrants, units and/or subscription rights; and a sales agreement prospectus covering the offering, issuance and sale of up to a maximum aggregate offering price of $200 million of common stock that may be issued and sold under the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC.

 

Since June 30, 2020, the Company has issued stock options for 357,189 shares to employees and 33,332 shares to non-employee directors.