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Stockholders’ Equity and Warrant Liabilities | 12 Months Ended
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Oct. 31, 2019
Equity [Abstract] |
Stockholders’ Equity and Warrant Liabilities | Note 14. Stockholders’ Equity and Warrant Liabilities Authorized Common Stock In April 2017, the number of authorized shares of the Company's common stock was increased from 75,000,000 to 125,000,000, by vote of the holders of a majority of the outstanding shares of the Company's common stock. On December 14, 2017, the number of authorized shares of the Company’s common stock was increased from 125,000,000 to 225,000,000, by a vote of the holders of a majority of the outstanding shares of the Company’s common stock. At Market-Issuance Sales Agreements and Other Common Stock Sales 2019 At Market Issuance Sales Agreement On October 4, 2019, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley FBR, Inc. (the “Sales Agent”) to create an at-the-market equity program under which the Company may, from time to time, offer and sell up to 38.0 million shares of its common stock through the Sales Agent. However, to ensure that the Company had sufficient shares available for reservation and issuance upon exercise of all of the warrants to be issued to the lenders under the Orion Facility (as discussed in further detail below), the Company, effective as of October 31, 2019, reduced the number of shares reserved for future issuance and sale under the Sales Agreement from 27.9 million shares to 7.9 million shares (thus allowing for total aggregate issuances (past and future) of up to 18.0 million shares under the Sales Agreement) and reserved 20.0 million shares for issuance upon exercise of the warrants. Under the Sales Agreement, the Sales Agent is entitled to a commission in an amount equal to 3.0% of the gross proceeds from each sale of shares under the Sales Agreement. During the year ended October 31, 2019, the Company sold 10.1 million shares of the Company’s common stock at prevailing market prices under the Sales Agreement and received aggregate gross proceeds of $3.0 million and paid $0.1 million of fees and commissions 2018 At Market Issuance Sales Agreement On June 13, 2018, the Company entered into an At Market Issuance Sales Agreement (the “Previous Sales Agreement”) with B. Riley FBR, Inc. and Oppenheimer & Co. Inc. (together, the “Previous Agents”) to create an at-the-market equity program under which the Company could from time to time to offer and sell shares of its common stock having an aggregate offering price of up to $50.0 million through the Previous Agents. Under the Previous Sales Agreement, the Previous Agent making the sales was entitled to a commission in an amount equal to 3.0% of the gross proceeds from such sales. During the year ended October 31, 2019, the Company sold 109.1 million shares of the Company’s common stock under the Previous Sales Agreement at prevailing market prices, at an average sale price of $0.39 per share and received aggregate gross proceeds of $42.0 million and paid $1.3 million of fees and commissions. During the year ended October 31, 2018, the Company sold 0.5 million shares of the Company’s common stock under the Previous Sales Agreement, at prevailing market prices, at an average sale price of $16.72 per share and received aggregate gross proceeds of $8.0 million and paid $0.2 million of fees and commissions. During the year ended October 31, 2017, the Company sold 0.6 million shares of the Company's common stock at an average sale price of $21.00 per share through periodic offerings/sales on the open market under the Previous Sales Agreement and raised approximately $12.6 million, net of aggregate selling commissions of $0.1 million. Public Offerings and Outstanding Warrants On May 3, 2017, the Company completed an underwritten public offering of (i) 1,000,000 shares of its common stock, (ii) Series C warrants to purchase 1,000,000 shares of its common stock and (iii) Series D warrants to purchase 1,000,000 shares of its common stock, for gross proceeds of approximately $15.4 million, at a public offering price of $15.36 per share and accompanying warrants. Total net proceeds to the Company were approximately $13.9 million. The Series C warrants have an exercise price of $19.20 per share and a term of five years. A total of 962 shares of common stock were issued during fiscal year 2018 upon the exercise of Series C warrants and the Company received total proceeds of $0.02 million. The Series D warrants had an exercise price of $15.36 per share and a term of one year. A total of 215,347 shares of common stock were issued during fiscal year 2018 upon the exercise of Series D warrants and the Company received total proceeds of $3.3 million. The Series D warrants were all exercised prior to October 31, 2018. No Series C warrants were exercised during the fiscal year ended October 31, 2019. On July 12, 2016, the Company closed on a registered public offering of securities to a single institutional investor pursuant to a placement agent agreement with J.P. Morgan Securities LLC. In conjunction with the offering, the Company issued 640,000 Series A Warrants at an exercise price of $69.96 per share. They were initially exercisable beginning on the date that was six months and one day after the issue date and will expire on the fifth anniversary of the initial exercisability date. The Company also issued 410,500 prefunded Series B Warrants which were immediately exercisable. They had an exercise price of $0.0012 per share and were to expire on the fifth anniversary of the issue date. There were 318,834 prefunded Series B Warrants outstanding as of October 31, 2016, all of which were exercised during the year ended October 31, 2017. On February 21, 2019, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holder (the “Warrant Holder”) of the Series A Warrants. Pursuant to the Exchange Agreement, the Company agreed to issue to the Warrant Holder 500,000 shares of the Company’s common stock (subject to adjustment for stock dividends, stock splits, stock combinations, and other reclassifications) in exchange for the transfer of the Series A Warrants back to the Company, in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Following the transfer of the Series A Warrants back to the Company, the Series A Warrants were cancelled and no further shares were issuable pursuant to the Series A Warrants. During fiscal year 2019, the Company recorded a charge to common stockholders for the difference between the fair value of the Series A Warrants prior to the modification of $0.3 million and the fair value of the common shares issuable at the date of the Exchange Agreement of $3.5 million. In connection with the closing of the Orion Credit Agreement and the Initial Funding, on October 31, 2019, the Company issued the Initial Funding Warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 6,000,000 shares of the Company’s common stock, at an exercise price of $0.310 per share. In addition, under the Orion Credit Agreement, on the date of the Second Funding (November 22, 2019), the Company issued the Second Funding Warrants to the lenders under the Orion Credit Agreement to purchase up to a total of 14,000,000 shares of the Company’s common stock, with an exercise price with respect to 8,000,000 of such shares of $0.242 per share and with an exercise price with respect to 6,000,000 of such shares of $0.620 per share (the Initial Funding Warrants and the Second Funding Warrants are collectively referred to as the “Orion Warrants”). The Orion Warrants have an 8-year term from the date of issuance, are exercisable immediately beginning on the date of issuance, and include provisions permitting cashless exercises. The Orion Warrants contain provisions regarding adjustment to their exercise prices and the type or class of security issuable upon exercise, including, without limitation, adjustments as a result of the Company undertaking or effectuating (a) a stock dividend or dividend of other securities or property, (b) a stock split, subdivision or combination, (c) a reclassification, (d) the distribution by the Company to substantially all of the holders of its common stock (or other securities issuable upon exercise of an Orion Warrant) of rights, options or warrants entitling such holders to subscribe for or purchase common stock (or other securities issuable upon exercise of an Orion Warrant) at a price per share that is less than the average of the closing sales price per share of the Company’s common stock for the ten consecutive trading days ending on and including the trading day before such distribution is publicly announced, and (e) a Fundamental Transaction (as defined in the Orion Warrants) or Change of Control (as defined in the Orion Credit Agreement). Under the terms of the Orion Warrants, the Company may not effect the exercise of any portion of an Orion Warrant, and the holder of such warrant shall not have the right to exercise any portion of such warrant, to the extent that after giving effect to such exercise, such holder, collectively with its other attribution parties (as defined in the Orion Warrants), would beneficially own in excess of 4.99% of the shares of the Company’s common stock outstanding immediately after giving effect to such exercise; provided, however, that the holder may increase or decrease this limitation at any time, although any increase shall not be effective until the 61st day following the notice of increase. The Company has accounted for the Initial Funding Warrants as a liability since there is a change of control provision in the Initial Funding Warrants regarding the composition of the board of directors and as such the Company could be required to repurchase the Initial Funding Warrants upon such change in control and therefore equity classification is precluded. The Company has accounted for the Second Funding Warrants as of October 31, 2019 under ASC 815, Derivatives and Hedging (“ASC 815”) since the Second Funding Warrants were considered contingent vesting warrants and therefore are considered to be an outstanding liability. Since the probability of vesting for the Second Funding Warrants was deemed to be 100%, there was no impact on the valuation. The Second Funding Warrants have been accounted for as a liability since the Company might be required to pay the holder under the same change of control provision as the Initial Funding Warrants and such event is outside the Company’s control and therefore equity classification is precluded. The estimated fair value of the Orion Warrants was based on a Black-Scholes model using Level 2 inputs, including volatility of 96%, a risk free rate of 1.63%, the Company’s common stock price as of October 31, 2019 of $0.24 per share and the term of 8 years which resulted in a total value of $3.9 million. The Orion Warrants will be remeasured to fair value each reporting period. The following table outlines the warrant activity during the fiscal year ended October 31, 2019:
|  | Series A Warrants |  |  | Series C Warrants |  |  | Orion Warrants (a) |
Balance as of October 31, 2018 |  |  | 640,000 |  |  |  | 964,114 |  |  |  | - |
Warrants exchanged |  |  | (640,000 | ) |  |  | — |  |  |  | — |
Warrants issued |  |  | — |  |  |  | — |  |  |  | 6,000,000 |
Balance as of October 31, 2019 |  |  | - |  |  |  | 964,114 |  |  |  | 6,000,000 |
(a) | The Second Funding Warrants, exercisable to purchase 14.0 million shares of the Company’s common stock, were contingently issuable in connection with the Second Funding under the Orion Credit Agreement, which occurred on November 22, 2019. The Company accounted for the value of the Orion Warrants, which were exercisable to purchase an aggregate of 20.0 million shares of the Company’s common stock, as a liability as of October 31, 2019.
Refer to Note 23. “Subsequent Events” for information regarding the cashless exercise of certain of the Orion Warrants. Nasdaq Marketplace Rule 5635(d) On December 14, 2017, in accordance with Nasdaq Marketplace Rule 5635(d), the Company’s common stockholders approved the issuance of shares of the Company’s common stock exceeding 19.9% of the number of shares outstanding on September 5, 2017, upon the conversion and/or redemption of the Series C Convertible Preferred Stock issued in an underwritten offering in September 2017. On April 4, 2019, in accordance with Nasdaq Marketplace Rule 5635(d), the Company’s common stockholders approved the issuance of shares of the Company’s common stock exceeding 19.9% of the number of shares outstanding on August 27, 2018, upon conversion of the Series D Convertible Preferred Stock issued in an underwritten offering in August 2018.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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