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Equity Offerings
 9 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Equity Offerings

Note 5 Equity Offerings

 

Common Stock

 

Common shares are voting and are entitled to dividends as declared at the discretion of the Board of Directors (the “Board”).

 

Preferred Stock

 

The Company’s Board has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges, restrictions and the number of shares constituting any series or the designation of the series.

 

2020 Sales Agreement

 

The Company entered into a Controlled Equity Offering Sales Agreement on July 6, 2018, which was amended and restated on May 1, 2020 (the “2020 Sales Agreement”) with Cantor Fitzgerald & Co. and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company could offer and sell shares of common stock (“Shares”) registered under an effective registration statement from time to time through the Sales Agents (the “Offering”).

 

Upon delivery of a placement notice based on the Company’s instructions and subject to the terms and conditions of the 2020 Sales Agreement, the Sales Agents could sell the Shares by methods deemed to be an “at the market” offering, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to the prior written consent of the Company. The Company was not obligated to make any sales of Shares under the 2020 Sales Agreement. The Company or Sales Agents could suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. The Sales Agents would act as agents on a commercially reasonable efforts basis consistent with their normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.

 

The Company agreed to pay the Sales Agents commissions for their services of up to 3.0% of the gross proceeds from the sale of the Shares pursuant to the 2020 Sales Agreement. The Company also agreed to provide the Sales Agents with customary indemnification and contribution rights. During the nine months ended June 30, 2024 and 2023, no shares were sold pursuant to the Offering. At June 30, 2024, an amount of $142.4 million (September 30, 2023: $142.4 million) was registered pursuant to an effective registration statement. The Company terminated the 2020 Sales Agreement on July 24, 2024.

 

2023 Purchase Agreement

 

On February 3, 2023, the Company entered into a $150.0 million purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $150.0 million in value of its shares of common stock from time to time over a three-year period until February 3, 2026.

 

In consideration for entering into the 2023 Purchase Agreement, the Company issued to Lincoln Park 75,000 shares of common stock as a commitment fee (the “initial commitment shares”) and agreed to issue up to an additional 75,000 shares pro rata, when and if, Lincoln Park purchased, at the Company’s discretion, the $150.0 million aggregate commitment. The Company determined the fair value of the initial commitment shares was $0.8 million with reference to the closing price of the Company’s shares on the Purchase Agreement date. In addition, the Company incurred third party expenses of $0.1 million in connection with entering into the Purchase Agreement. These amounts were expensed to other financing expense on the statements of operations during the year ended September 30, 2023.

 

During the nine months ended June 30, 2024, the Company issued to Lincoln Park an aggregate of 2,455,646 shares of common stock under the 2023 Purchase Agreement, including 2,450,000 shares of common stock for an aggregate purchase price of $11,283,200 and 5,646 commitment shares. During the nine months ended June 30, 2023, the Company issued to Lincoln Park an aggregate of 3,138,348 shares of common stock under the 2023 Purchase Agreement, including 3,125,000 shares of common stock for an aggregate purchase price of $26,687,017, 13,348 commitment shares and the 75,000 initial commitment shares.

 

At June 30, 2024, an amount of $110.8 million remained available under the 2023 Purchase Agreement.