RE:Stop Raising Dilutive FundsThere's no real capital raise here or dilution (only ~1.3mm shares). They filed the recent S3/prospectuses for a couple of purposes - because the original (written 3 years ago) was expiring, and to let investors know that they can still sell up to ~1.5mm more shares at prevailing prices. The real dilution already occurred with another ~22mm shares/warrants at around $7.77/sh (in the aggregate) a while back (Apr 2020). However, $7.77 is still higher than what the price is today.
Don't forget that they haven't received any of the funds for that "real dilution" yet, which is another $160+mm in cash.
The offerings are as follows (from sec.gov):
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The Offering (1)
This offering involves the offer and sale by us 5,271,015 shares of our common stock issuable upon the exercise of warrants, consisting of (i) warrants to purchase 798,810 shares of our common stock at an exercise price of $20.00 per share originally issued by us on March 8, 2018, and (ii) warrants to purchase 4,472,205 shares of our common stock at an exercise price of $11.00 per share originally issued by us on December 12, 2019. Each warrant is exercisable at any time until its expiration date, which date is March 8, 2023 for the warrants referenced in (i) above, and December 2, 2021 for the warrants referenced in (ii) above. Upon exercise of the warrants for cash, the holders of the warrants would pay us the exercise price per share of common stock, or an aggregate of approximately $65.2 million if the warrants are exercised in full for cash.
The Offering (2)
| | |
| Common stock offered by us | $16,798,087 of shares of our common stock, $0.001 par value (constituting the remaining $16,798,087 of shares of our common stock to be issued pursuant to the Common Stock Purchase Agreement). |
| Common stock to be outstanding immediately after this offering | 24,508,189 shares of common stock, assuming the full issuance of 1,360,637 shares, which is the maximum number of shares remaining that may be issued without stockholder approval, subject to certain exceptions. The actual number of shares issued will vary depending on the sales prices under this offering. |
| Manner of offering: | Issuance of shares of common stock to Aspire Capital from time to time, subject to certain minimum stock price requirements, and daily and other caps, for an aggregate offering price of up to $16,798,087. This is in addition to the issuance of 70,910 Commitment Shares to Aspire Capital in consideration for entering into the Purchase Agreement and 525,000 shares already issued to Aspire Capital prior to August 27, 2021 pursuant the terms of the Purchase Agreement. See “The Aspire Transaction” and “Plan of Distribution.” |
The number of shares of common stock to be outstanding after the offering is based on the number of shares outstanding as of June 30, 2021. As of that date, we had 23,147,552 shares of common stock outstanding, excluding:
| | • | 21,893,534 shares of common stock underlying warrants outstanding at a weighted average exercise price of $7.77 per share; |
| | • | 1,607,080 shares of common stock underlying options outstanding at a weighted average exercise price of $14.70 per share; |
| | • | 134,774 shares of common stock underlying restricted stock units outstanding; |
| | • | 1,138,200 shares of common stock issuable upon conversion of $14.0 million principal amount of convertible notes outstanding; and |
| | • | 475,525 shares of common stock available for future grant of equity awards under our equity incentive plans, including our employee stock purchase plan. |
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They can use the infusion of cash to help get Brexafemme marketed. While I share your frustration, I believe that this is a good thing and am not worrying too much about it. Frankly, come a year or two, we'll look back and say the proverbial, "I wish I had bought more!"
I'm still accumulating and will get more aggressive in such pursuit presently.
Cheers and good luck,
JJ