Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.20.2
Equity
9 Months Ended
Sep. 30, 2020
Stockholders' Equity Note [Abstract]  
Equity

Note 4 - Equity 


In August 2020, the Company entered into the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”), pursuant to which the Company may sell, from time to time, through or to JonesTrading, up to an aggregate of $200 million of its common stock. Shares of common stock are offered pursuant to the Company’s shelf registration statement on Form S-3 filed with the SEC on August 7, 2020. As of September 30, 2020, $200 million of common stock remained available for issuance under the program.


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.


During the nine months ended September 30, 2020, holders of 1.4 million pre-funded April 2020 warrants exercised their warrants at $0.003 per share and received 1.4 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.


During the nine months ended September 30, 2020, holders of 0.2 million pre-funded June 2020 warrants exercised their warrants at $0.003 per share and received 0.2 million shares of common stock and holders of April 2019 warrants exercised their warrants at $15.00 per share and received 2 thousand shares of common stock.


In December 2018, the Company entered into the Amended and Restated At Market Issuance Sales Agreement with B. Riley FBR, Inc. and JonesTrading, pursuant to which the Company conducted its at-the market program. During the nine months ended September 30, 2020, the Company sold 0.3 million shares of common stock 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 nine months ended September 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.


During the nine months ended September 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 an outstanding warrant to purchase 1,907 shares of common stock, issued on March 14, 2017 to Sandesh Seth, the Company’s Chairman and Chief Executive Officer. The warrant included down-round protection up until it was amended on August 11, 2020. 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 a 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 $15.61515 per share. The down-round protection provision in the above warrants created a deemed dividend to common stockholders of $1 thousand in the nine months ended September 30, 2020 and 2019, which are reflected in the accompanying consolidated statement of operations and consolidated statement of changes in stockholders’ equity. On August 11, 2020, the Company and Mr. Seth agreed to amend the warrant to remove the anti-dilution provision that had been in the warrant. Accordingly, pursuant to the amendment, as of August 11, 2020, the exercise price of the warrant will no longer be subject to a proportional adjustment if and when the Company issues any shares of its common stock for a consideration less than the exercise price of the warrant. All other terms of the warrant remained the same.


Stock Options


The following is a summary of stock option activity for the nine months ended September 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     390       9.69                  
Cancelled     (20 )     16.12                  
Outstanding, September 30, 2020     750       22.43       8.61       444  
                                 
Exercisable, September 30, 2020     216       51.98       6.54       109  

During the nine months ended September 30, 2020, the Company granted its employees 0.4 million options to purchase the Company’s common stock with an exercise price ranging from $9.55 to $17.70 per share, a term of 10 years, and a vesting period of 4 years. The options have an aggregated fair value of $2.6 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate range from 0.34% to 0.41% (2) expected life of 6 years, (3) expected volatility range from 83.6% to 84.7%, and (4) no expected dividends. During the nine months ended September 30, 2020, options to purchase 20 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 September 30, 2020 was $3.7 million related to unvested options, which is expected to be expensed over a weighted average of 3.4 years. During the nine months ended September 30, 2020 and 2019, the Company recorded compensation expense related to stock options of $0.8 million and $0.9 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 nine months ended September 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     (1,611 )     0.003          
Outstanding, September 30, 2020     1,848     $ 0.003     $ 17,900  
                         
Exercisable, September 30, 2020     1,848     $ 0.003     $ 17,900  

Warrants


Following is a summary of warrant activity for the nine months ended September 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     (2 )     15.00                  
Cancelled/Expired     (756 )     21.00                  
Outstanding, September 30, 2020     2,113     $ 20.61       3.01     $ 454  
                                 
Exercisable, September 30, 2020     2,111     $ 20.62       3.01     $ 454