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Capital Structure | 12 Months Ended
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Jun. 30, 2021
Capital Structure |
Capital Structure | 12. Capital Structure The Company has 200.0 million shares of common stock authorized with a par value of $0.0001 per share and 50.0 million shares of preferred stock authorized with a par value of $0.0001 per share. As of June 30, 2021 and June 30, 2020, the Company had 27,490,412 and 12,583,736 common shares issued and outstanding, respectively, and zero preferred shares issued and outstanding. Included in the common stock outstanding are 1,958,876 shares of restricted stock issued to executives, directors and employees. On June 8, 2020, the Company filed a shelf registration statement on Form S-3, which was declared effective by the SEC on June 17, 2020. This shelf registration statement covered the offering, issuance and sale by the Company of up to an aggregate of $100.0 million of its common stock, preferred stock, debt securities, warrants, rights and units (the “2020 Shelf”). The Company simultaneously entered into a sales agreement with Jefferies, LLC, as sales agent, which allows the Company to sell and issue shares of the Company's common stock from time-to-time in “at-the-market” offerings under the 2020 Shelf (“Jefferies ATM”). Through June 30, 2020, the Company has issued 430,230 shares of common stock under the Jefferies ATM, with total gross proceeds of $6.8 million before deducting underwriting discounts, commissions and other offering expenses of $1.9 million, and has issued an additional 352,912 shares of common stock under the Jefferies ATM, with total gross proceeds of $3.6 million before deducting underwriting discounts, commissions and other offering expenses of $0.2 million from July 1, 2020 through June 2, 2021, when the Jefferies ATM was effectively terminated by the Company. On June 4, 2021, the Company entered into a sales agreement with Cantor Fitzgerald & Co., as sales agent, to provide for the offering, issuance and sale by the Company of up to $30.0 million of its common stock from time to time in “at-the-market” offerings under the 2020 Shelf (the “Cantor ATM”). During the year ended June 30, 2021, the Company has issued 2,310,400 shares of common stock under the Cantor ATM, with total gross proceeds of approximately $12.7 million before deducting underwriting discounts, commissions, and other offering expenses of $0.5 million. The Company entered into three separate registered direct stock offerings on March 10, 2020, March 12, 2020 and March 19, 2020 (the “March Offerings”) in which the Company issued a combination of common stock and warrants. In July 2020, the Company issued 92,302 warrants to purchase 92,302 shares of the Company's common stock with a weighted-average exercise price of $15.99 to an investment bank. The warrants have a term of one year from the issuance date. These warrants had at issuance a fair value of approximately $0.4 million and were valued using a Black-Scholes model. On December 8, 2020, the Company effected a reverse stock split in which each common stockholder received one share of common stock for every 10 shares held (herein referred to collectively as the “Reverse Stock Split”). All share and per share amounts in this report have been adjusted to reflect the effect of the Reverse Stock Split. On the date of the Reverse Stock Split, the Company had no preferred shares issued and outstanding, and as such it had no impact on the Company’s financial statements. On December 10, 2020, the Company entered into an exchange agreement to exchange the $0.8 million of debt outstanding for 130,081 shares of the Company's common stock (see Note 18). On December 10, 2020, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“Wainwright”) (as amended and restated, the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company agreed to sell, in an upsized firm commitment offering, 4,166,667 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to Wainwright at an offering price to the public of $6.00 per share, less underwriting discounts and commissions. In addition, pursuant to the Underwriting Agreement, the Company granted Wainwright a 30-day option to purchase up to an additional 625,000 shares of Common Stock at the same offering price to the public, less underwriting discounts and commissions. Wainwright exercised their over-allotment option in full, purchasing total common stock of 4,791,667 shares. The Company raised gross proceeds of $28.8 million through this offering. Offering costs totaled $2.6 million resulting in net cash proceeds of $26.2 million. In connection with the offering, the Company issued 311,458 underwriter warrants to purchase up to 311,458 shares of common stock. The exercise price per share of the underwriter warrants is $7.50 (equal to 125% of the public offering price per share for the shares of common stock sold in the offering) and the underwriter warrants have a term of five years from the date of effectiveness of the offering. The underwriter warrants are exercisable immediately. These warrants have fair value of approximately $1.3 million and are classified with the stockholders' equity. Effective June 2, 2021, the Company terminated the Underwriting Agreement with Wainwright; pursuant to such termination, there will be no future sales of the Company’s common stock under the agreement. On March 19, 2021, upon closing of the Neos Merger, the Company issued 5,447,000 shares of its common stock to acquire all the outstanding shares of common stock of Neos. In addition, pursuant to the agreement in the Neos Merger, the Company issued 24,804 shares of common stock to settle the accelerated restricted stock units of former Neos directors and officers (see Note 4). On March 20, 2021, the Company paid the CVR holders 103,190 shares of the Company’s common stock to satisfy one of two $1.0 million 2020 milestones, which relates to the Innovus achievement of $30.0 million in revenues during the 2020 calendar year. Year Ended June 30, 2020 The number of shares of the Company’s common stock and warrant discussed below are adjusted to reflect the December 8, 2020 Reverse Stock Split discussed above in this note. As the preferred stocks were all converted to common stock prior to December 8, 2020, no adjustment has been made to the preferred stock. Preferred stocks conversion In September 2019, investors holding shares of Series C preferred stock exercised their right to convert 443,833 shares of Series C preferred stock into 44,383 shares of common stock. There are no remaining Series C preferred stock outstanding. In October 2019, Armistice Capital converted 2,751,148 shares of Series E convertible preferred stock into 275,115 shares of common stock. There are no remaining Series E preferred stock outstanding. In October 2019, the Company issued 10,000 shares of Series F Convertible preferred stock, with a face value of $1,000 per share, and convertible at a conversion price of $1.00 (the “Current Conversion Price”). The terms of the Series F Convertible Preferred include a conversion price reset provision in the event a future financing transaction is priced below the Current Conversion Price. In November 2019, in connection with the Pediatric Portfolio acquisition, the Company issued 9,805,845 shares of Series G Convertible Preferred stock, which were converted into 980,585 shares of common stock in April 2020. In February 2020, in connection with the Innovus Merger, the Company issued (i) 380,971 shares of the Company’s common stock and (ii) 1,997,902 shares of Series H Convertible Preferred stock, of which, all 1,997,902 shares of the Series H Convertible Preferred stock were converted into 199,774 shares of common stock in March 2020. In addition, in March 2020, the following Convertible Preferred Stock issuances were converted into the Company’s common stock: (i) 400,000 shares of the Series D Convertible Preferred Stock were converted into 40,000 shares of the Company’s common stock, (ii) 10,000 shares of the Series F Convertible Preferred Stock, with a face value of $1,000 per share, and convertible at a conversion price of $1.00 (the “Current Conversion Price”), were converted into 1,000,000 shares of the Company’s common stock. There are no remaining shares of the Series D Convertible Preferred Stock and Series F Convertible Preferred Stock outstanding at June 30, 2020. Cashless warrants In addition and concurrent with the Series F Convertible preferred stock issuance, the Company issued 1,000,000 warrants, with an exercise price of $12.50 and a term of five years. These warrants feature a contingent cashless exercise provision. During the three months ended December 31, 2019, the cashless exercise contingency was satisfied, reducing the strike price of the October 2019 Warrants to $0. During the three months ended March 31, 2020, an investor exercised 500,000 of the warrants using the cashless exercise provision. In April 2020, another investor exercised the remaining 500,000 of the October 2019 warrants using the cashless exercise provision, resulting in no remaining October 2019 warrants. On March 11, 2020, pursuant to the April 18, 2019 Note exchange agreement between the Company and Armistice, Armistice exercised the 291,577 warrants, resulting in no remaining April 2019 warrants. The “March Offerings” On March 19, 2020, the Company entered into a securities purchase agreement with certain institutional investors (the “the March 19, 2020 Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 1,253,920 shares of the Company’s common stock (the “Common Stock”) at a purchase price per share of $15.95 and (ii) warrants to purchase up to 1,253,920 shares of Common Stock (the “March 19, 2020 Warrants”) at an exercise price of $14.70 per share, for aggregate gross proceeds to the Company of $20.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The March 19, 2020 Warrants are exercisable immediately upon issuance and have a term of one year from the issuance date. In addition, the Company issued 81,505 warrants with an exercise price of $19.938 per share to purchase up to 81,505 shares of common stock (the “March 19, 2020 Placement Agent Warrants”). The March 19, 2020 Placement Agent Warrants have a term of five years from the issuance date. Since March 19, 2020, a total of 120,000 March 19, 2020 Warrants have been exercised, for total proceeds of $1.7 million. The remaining 1,133,920 March 19, 2020 Warrants expired on March 19, 2021. On March 12, 2020, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 1,600,000 shares of the Company’s common stock at a purchase price per share of $12.50 and (ii) warrants to purchase up to 1,600,000 shares of Common Stock (the “March 12, 2020 Warrants”) at an exercise price of $12.50 per share, for aggregate gross proceeds to the Company of $20.0 million, before deducting placement agent fees and other offering expenses payable by the Company (the “Registered Offering”). The March 12, 2020 Warrants are exercisable immediately upon issuance and have a term of one year from the issuance date. In addition, the Company issued warrants with an exercise price of $15.625 per share to purchase up to 104,000 shares of common stock (the “March 12, 2020 Placement Agent Warrants”). The March 12, 2020 Placement Agent Warrants have a term of five years from the issuance date and expires on March 12, 2025. Since March 12, 2020, a total of 1,300,000 March 12, 2020 Warrants have been exercised, for total proceeds of approximately $16.3 million. The remaining 300,000 March 12, 2020 Warrants expired on March 11, 2021. On March 10, 2020, Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 445,000 shares of the Company’s common stock (the “Common Stock”) at a purchase price per share of $11.50 and (ii) pre-funded warrants to purchase up to 337,607 shares of Common Stock (the “Pre-Funded Warrants”) at an effective price of $11.50 per share ($11.499 paid to the Company upon the closing of the offering and $0.001 to be paid upon exercise of such Pre- Funded Warrants), for aggregate gross proceeds to the Company of approximately $9.0 million, before deducting placement agent fees and other offering expenses payable by the Company (the “Registered Offering”). The Pre-Funded Warrants were immediately exercised upon close. In addition, the Company issued warrants with an exercise price of $14.375 per share to purchase up to 50,870 shares of common stock (the “March 10, 2020 Placement Agent Warrants”). The March 10, 2020 Placement Agent Warrants have a term of five years from the issuance date and expires on March 10, 2025. Since March 10, 2020, a total of 598,200 shares of the Company’s October 2018 $15.0 Warrants (the “October 18 $15.0 Warrants”) were exercised through April 27, 2020, resulting in proceeds of approximately $9.0 million. The remaining 419,160 October 2018 $15.0 Warrants expires on October 8, 2023. Innovus Notes conversion On April 27, 2020, an investor who held four different notes (Innovus Notes) converted the four outstanding note agreements into 153,370 shares of common stock. In addition, On May 11, 2020, another investor who held two different notes (Innovus Notes) converted the two outstanding note agreements into 30,835 shares of common stock. In April 2020, the issued a total of 16,500 shares of the Company’s common stock to three of the former Innovus board members engaged by the Company as consumer healthcare market advisors. Other issuance On March 31, 2020, the Company issued to the CVR holders 123,820 shares of the Company’s common stock to satisfy the first $2.0 million milestone, which related to the Innovus achievement of $24.0 million in revenues during the 2019 calendar year. In March 2020 and April 2020, a total of 598,200 shares of the Company’s October 2018 $15.0 Warrants (the “October 18 $15.0 Warrants”) were exercised for total proceeds of approximately $9.0 million. The remaining 419,160 October 2018 $15.0 Warrants expires on October 8, 2023. In May 2020, the Company issued 8,967 shares of common stock to Presmar in lieu of the $150,000 cash payment that was due as part of the November 2019 acquisition of Cerecor. In June 2020, the Company issued approximately 3,271 shares of common stock to a former employee upon termination of employment with the Company.

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