Consists of (a) 3,510,981 shares of Common Stock, (b) 4,672,897 Common Warrants and (c) 1,161,916 Pre-Funded Warrants.
Based on 35,475,441 shares of Common Stock outstanding as of October 1, 2020, plus (i) warrants to purchase 14,000,000 shares of Common Stock acquired by Innoviva on June 11, 2020 and (ii) 4,672,897 Common Warrants acquired by Innoviva on September 1, 2020.
Relationship with the Selling Stockholders
Securities Purchase Agreement
As discussed above under the section “Summary — Private Placement,” on August 27, 2020, we entered into the Securities Purchase Agreement with the selling stockholders, pursuant to which we issued and sold to the selling stockholders an aggregate of 8,183,878 newly issued shares of our Common Stock and 9,345,794 Common Warrants with an exercise price per share of $2.675, plus 1,161,916 Pre-Funded Warrants with an exercise price per share of $0.001, for gross proceeds of $25.0 million.
As previously disclosed, on April 12, 2020, we entered into a securities purchase agreement with Innoviva, pursuant to which we issued and sold to Innoviva 14,000,000 shares of our Common Stock and 14,000,000 warrants to purchase shares of our Common Stock with an exercise price of $2.50, for gross proceeds of approximately $35.0 million.
Registration Rights Agreement
Pursuant to the Registration Rights Agreement with the selling stockholders, we agreed to prepare and file with the SEC the registration statement of which this prospectus forms a part that permits the resale of the Securities and, subject to certain exceptions, use reasonable best efforts to keep such registration statement effective under the Securities Act until (i) all Securities registered by the registration statement have been sold, transferred or otherwise disposed of by the selling stockholders, (ii) the Securities are sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act, or (iii) the Securities have become eligible for sale by the selling stockholders pursuant to Rule 144 without any restriction on the volume or manner of such sale and all restrictive legends and stop transfer instructions have been removed with respect to all book entries representing the Securities.
We have also agreed, among other things, to indemnify the selling stockholders and officers, directors, members, employees and agents, successors and assigns, and any person who controls either of the selling stockholders (within the meaning of the Securities Act or the Exchange Act) from all losses and liabilities arising under the registration statement of which this prospectus forms a part and any securities laws applicable to the registration statement of which this prospectus forms a part and to pay all fees and expenses (including all reasonable costs of preparation and reasonable attorneys’, accountants’ and experts’ fees).
The Common Warrants are exercisable at any time on or after the date of issuance and entitle the selling stockholders to purchase shares of our Common Stock for a period of five years from the date of issuance at a price per share equal to $2.675 per share, subject to certain adjustments.
The Pre-Funded Warrants are exercisable at any time on or after the date of issuance and entitle Armistice Capital Master Fund Ltd. to purchase shares of our Common Stock for a period of five years from the date of issuance at a price per share equal to $0.001 per share.
Investor Rights Agreement
On April 22, 2020 we entered into an investor rights agreement, or the Investor Rights Agreement, with Innoviva. The Investor Rights Agreement provides that for so long as Innoviva and its affiliates hold at least 15% of the outstanding shares of our Common Stock on a fully-diluted basis, Innoviva has the right to designate two directors to our board of directors, or the Board, and for so long as Innoviva and its affiliates hold at least 8% of the outstanding shares of our Common Stock on a fully-diluted basis, Innoviva has the right to designate one director to the Board, subject to certain qualifications and conditions in the Investor Rights Agreement. The Investor Rights Agreement also provides for participation rights for Innoviva in