Stockholders' Equity |
12 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Equity [Abstract] | |
| Stockholders' Equity |
Stockholders’ equity
Common Stock
During the year ended December 31, 2017, the Company issued 453,209 net shares of common stock upon exercise of stock options. Stock options to purchase 182,471 shares of common stock were net exercised resulting in the net issuance of 83,491 shares of common stock and stock options to purchase 369,718 shares of common stock were exercised for cash, providing cash proceeds of $0.8 million. Furthermore, during the year ended December 31, 2017, the Company issued 1,505,026 shares of common stock due to warrant exercises. Net exercise of 89,330 shares of common stock underlying the warrants resulted in the issuance of 49,127 shares of common stock. Additionally, 1,455,899 were exercised resulting in cash proceeds of $3.3 million. The Company had no such net issuances of common stock during the year ended December 31, 2018.
Each share of the Company’s common stock is entitled to one vote and all shares rank equally as to voting and other matters. Dividends may be declared and paid on the common stock from funds legally available therefor, if, as and when determined by the Board of Directors.
Underwritten Public Offering
In February 2018, the Company completed an underwritten public offering of its common stock in which it sold 6,325,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase an additional 825,000 shares of its common stock, to the public at a price of $8.00 per share. The offering was completed under the shelf registration statement that was filed on Form S-3 and declared effective by the SEC on August 3, 2016. Net proceeds of the underwritten public offering, after deducting the underwriting discounts and commissions, were $47.6 million, excluding offering expenses of approximately $0.4 million incurred by the Company.
Private Placement and Preferred Stock
In June 2016, the Company entered into a securities purchase agreement, or the Securities Purchase Agreement, for a private placement of the Company’s securities with a select group of institutional investors, or the 2016 PIPE. The 2016 PIPE sale transaction, by the Company, consisted of 8,188,804 units at a price of $2.015 per unit for gross proceeds, to the Company, of approximately $16.5 million. After deducting for placement agent fees and offering expenses, the aggregate net proceeds from the private placement was approximately $15.3 million.
Each unit consisted of (i) one share of the Company’s common stock or non-voting series A convertible preferred stock, or the Series A Preferred Stock, which are convertible into one-thousand shares of common stock, (ii) one warrant to purchase 0.4 shares of common stock at an exercise price of $2.00 per share and (iii) one warrant to purchase 0.2 shares of common stock at an exercise price of $3.00 per share. The warrants will be exercisable for a period of five years from the date of issuance. Each share of Series A Preferred Stock was issued at a price of $2.015 per share, and is convertible into 1,000 shares of common stock, provided the holder and/or its affiliates do not own greater than 9.99% of the total number of Pieris common stock then outstanding. The Series A Preferred Stock has a par value of $0.001 per share, has no registration or voting rights, and holders are entitled to receive dividends on a pari passu basis with the Company´s common stock, when, and if declared. In event of a true liquidation or winding down of the business, holders of Series A Preferred Stock will be paid prior to the holders of common stock. In connection with the 2016 PIPE, the Company issued 3,225,804 shares of common stock and 4,963 shares of Series A Preferred Stock to the 2016 PIPE investors.
The Company had 2,907 and 4,963 shares of preferred stock both issued and outstanding during the years ended December 31, 2018 and 2017, respectively.
Preferred Share Exchange, Biotechnology Value Fund
On January 30, 2019, the Company and BVF entered into an the Exchange Agreement, pursuant to which BVF agreed to exchange, or the Exchange, an aggregate of 5,000,000 shares of the Company’s common stock owned by BVF for an aggregate of 5,000 shares of the Company’s newly-designated series B convertible preferred stock, par value $0.001 per share, or the Series B Preferred Stock. The Exchange closed on February 1, 2019.
The Series B Preferred Stock has substantially the same terms as the Company’s Series A Preferred Stock currently held by entities affiliated with BVF. The shares of Series B Preferred Stock issued in the Exchange are convertible into an aggregate of 5,000,000 shares of common stock provided the holder and/or its affiliates do not own greater than 9.99% of the total number of Pieris common stock then outstanding.
As of the date of the Exchange Agreement, BVF represented to the Company that it beneficially owned 7,457,921 shares of common stock, representing approximately 13.77% of the shares of common stock outstanding as of such date. In addition, BVF holds 2,907 shares of Series A Preferred Stock.
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