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Stockholders' Equity
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Stockholders' Equity

Note 6. Stockholders’ Equity

Equity Distribution Agreement

On July 23, 2018, the Company filed a prospectus and prospectus supplement (the “2018 Prospectus”) under which the Company may offer and sell, from time to time, pursuant to an equity distribution agreement with Piper Jaffray & Co., up to $9.8 million in shares of its common stock. During the year ended December 31, 2020 and three months ended March 31, 2021, no shares were sold under the 2018 Prospectus.               

Common Stock Warrants                

As of March 31, 2021, a total of 846,939 warrants were exercisable into common stock. The shares of common stock underlying the warrants are registered for offer and sale under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s effective registration statements on Form S-1.

The following table shows the warrant activity:

 

 

 

Rollforward of Warrant Activity

 

 

 

Registered direct

warrants, placement agent

 

 

Private placement warrants

 

 

Private placement warrants, placement agent

 

 

Warrants exchanged for common stock

 

 

Total

 

Balance as of December 31, 2020

 

 

9,581

 

 

 

319,064

 

 

 

9,177

 

 

 

 

 

 

337,822

 

Issued

 

 

 

 

 

 

 

 

 

 

 

509,117

 

 

 

509,117

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled/Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2021

 

 

9,581

 

 

 

319,064

 

 

 

9,177

 

 

 

509,117

 

 

 

846,939

 

Preferred Stock Warrants

As of March 31, 2021, 55,853.875 warrants were exercisable into Series X1 Preferred Stock. Each share of Series X1 Preferred Stock is convertible into approximately 55.5556 shares of common stock. The shares of Series X1 Preferred Stock underlying the assumed and replaced warrants in connection with the Anelixis acquisition are expected to be converted into shares of Eledon common stock in the second fiscal quarter of 2021.

The following table shows the warrant activity:

 

 

Rollforward of Warrant Activity

 

 

 

Warrants assumed and

replaced in acquisition

 

 

Total

 

Balance as of December 31, 2020

 

 

55,583.875

 

 

 

55,583.875

 

Assumed and replaced

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Cancelled/Expired

 

 

 

 

 

 

Balance as of March 31, 2021

 

 

55,583.875

 

 

 

55,583.875

 

Exchange Agreements

On December 31, 2020, the Company entered into an exchange agreement (the “Series X Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P. , MSI BVF SPV, L.L.C. (collectively, the “BVF Exchanging Stockholders”) and Cormorant Global Healthcare Master Fund, LP (together with the BVF Exchanging Stockholders, the “Series X Exchanging Stockholders”), pursuant to which the Series X Exchanging Stockholders exchanged (the “Series X Exchange”) 344,666 shares of the Company’s common stock for 6,203.98 shares of Series X Convertible Preferred Stock.

In addition, on December 31, 2020 the Company entered into an exchange agreement (the “Warrant Exchange Agreement,” and together with the Series X Exchange Agreement, the “Exchange Agreements”) with the BVF Exchanging Stockholders, pursuant to which the BVF Exchanging Stockholders exchanged (the “Warrant Exchange,” and together with the Series X Exchange, “the Exchanges”) 509,117 shares of the Common Stock for one or more pre-funded warrants to purchase an aggregate of 509,117 shares of the Common Stock at a nominal exercise price (the “Warrants”).

The Company recorded the shares of Series X Convertible Preferred Stock and Warrants issuable as preferred stock and warrant subscriptions at December 31, 2020 since the physical settlement of the Exchanges was made on January 5, 2021, whereby the transfer agent recorded the exchange of common stock for the issuance of preferred stock and warrants.

Following the Exchanges, the Company had 14,306,614 shares of Common Stock outstanding and 6,203.98 shares of Series X Preferred Stock outstanding, which are convertible into 344,663 shares of Common Stock (after rounding for fractional shares).

As of March 31, 2021, a total of 509,117 warrants were available for exercise. The shares of common stock underlying the registered direct placement agent warrants are registered for offer and sale under the Securities Act, pursuant to the Company’s effective registration statements on Form S-1.

Stock-Based Compensation

Total stock-based compensation expense was recognized in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

 

 

 

For the Three Months

Ended March 31,

 

 

 

2021

 

 

2020

 

Research and development

 

$

685

 

 

$

154

 

General and administrative

 

 

1,089

 

 

 

283

 

Total stock-based compensation

 

$

1,774

 

 

$

437