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Common Stock
 9 Months Ended
Sep. 30, 2021
Stockholders' Equity Note [Abstract]  
Common Stock

18. Common Stock

 

As of September 30, 2021 and December 31, 2020, our certificate of incorporation, as amended and restated, authorized us to issue 150,000,000 and 100,000,000 shares of Common Stock, respectively, par value $0.0001 per share and 1,000,000 shares of Preferred Stock, par value $0.0001 per share. At our 2021 Annual Meeting of Stockholders on May 18, 2021, our stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 150,000,000.

 

Our common shareholders are entitled to one vote per share and to notice of any shareholders’ meeting. Voting, dividend, and liquidation rights of the holders of Common Stock are subject to the prior rights of holders of all classes of stock and are qualified by the rights, powers, preferences, and privileges of the holders of Preferred Stock. No distributions shall be made with respect to Common Stock until all declared dividends to Preferred Shares have been paid or set aside for payment to the holders of Preferred Stock. Common Stock is not redeemable at the option of the holder.

 

On the closing of the Reverse Recapitalization, the total outstanding 2,303,495 Tottenham ordinary shares held by the Initial Shareholders and public shareholders were converted into the same number of Common Stock (see Note 3).

 

On the closing of the Reverse Recapitalization, 644,164 shares of Common Stock were issued to LifeSci as financial advisor to the Reverse Recapitalization (see Note 3).

 

Prior to the completion of the Reverse Recapitalization on December 30, 2020, the Company entered into a subscription agreement on December 28, 2020, with various investors. Pursuant to the subscription agreements, the Company issued 2,239,500 shares of Common Stock (the “December 2020 PIPE Shares”) at a price of $10.00 per share with net proceeds of $22.2 million. The purpose of the December 2020 PIPE was to fund general corporate expenses. In addition, investors in the December 2020 PIPE offering also received warrants to purchase a number of shares equal to one-half (1/2) of the number of December 2020 PIPE Shares, totaling 1,119,750 shares of Common Stock, at an exercise price of $0.01 per share, subject to a 180-day holding period (see Note 10).

 

On May 21, 2021, the Company entered into the May 2021 PIPE subscription agreements with various investors. Pursuant to the subscription agreements, the Company issued 960,540 shares of Common Stock at a price of $9.63 per share with net proceeds of $9.3 million. The closing of the May 2021 PIPE occurred substantially concurrently with, and was conditioned upon, the closing of the 2021 Avenue Loan (see Note 8). The purpose of the May 2021 PIPE was to fund the expansion of manufacturing capabilities in the state of Maryland and to fund general corporate expenses.

 

Between July 1, 2021 and September 15, 2021, various investors exercised December 2020 PIPE Warrants for 1,002,250 shares of Common Stock at an exercise price of $0.01 per share. The December 2020 PIPE Warrants were issued prior to the completion of the Reverse Recapitalization on December 30, 2020, and were subject to a 180-day holding period which expired on June 28, 2021. We received cash proceeds of $10.0 thousand.

 

On July 15, 2021, Chardan exercised the Chardan Unit Purchase Option for 220,000 units, each unit consisting of one and one-tenth shares of Common Stock and one warrant to purchase one-half of one share of Common Stock at an exercise price of $11.50 per share. Chardan elected to perform a cashless or net exercise, which resulted in a net issuance of 54,083 shares of Common Stock and 49,166 warrants to purchase one-half of one share of Common Stock. The Chardan Unit Purchase Option was originally issued in connection with Tottenham’s initial public offering in August 2018. We received no cash proceeds.

 

As of September 30, 2021 and December 31, 2020, our common shares issued and outstanding were 62,177,020 and 59,526,171, respectively. As of September 30, 2021 and December 31, 2020, there were no preferred shares issued and outstanding (see Note 17).