v3.25.1
Equity Offerings
6 Months Ended
Mar. 31, 2025
Equity Offerings  
Equity Offerings

Note 5 Equity Offerings

 

Common Stock

 

Common shares are voting and are entitled to dividends as declared at the discretion of the Board of Directors.

 

Preferred Stock

 

The Company’s Board of Directors (the “Board”) has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges, restrictions and the number of shares constituting any series or the designation of the series.

 

2023 Purchase Agreement

 

On February 3, 2023, the Company entered into a $150.0 million purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $150.0 million in value of its shares of common stock from time to time over a three-year period until February 3, 2026.

 

In consideration for entering into the 2023 Purchase Agreement, the Company issued to Lincoln Park 75,000 shares of common stock as a commitment fee (the “initial commitment shares”) and agreed to issue up to an additional 75,000 shares pro rata, when and if, Lincoln Park purchased, at the Company’s discretion, the $150.0 million aggregate commitment. The Company determined the fair value of the initial commitment shares was $0.8 million with reference to the closing price of the Company’s shares on the Purchase Agreement date. In addition, the Company incurred third party expenses of $0.1 million in connection with entering into the Purchase Agreement. These amounts were expensed to other financing expense on the statements of operations during the year ended September 30, 2023.

 

During the six months ended March 31, 2025, the Company did not issue any shares of common stock under the 2023 Purchase Agreement (2024: an aggregate of 1,503,707 shares of common stock including 1,500,000 shares for an aggregate purchase price of $7.4 million and 3,707 commitment shares).

 

At March 31, 2025, there was an unused amount of $110.8 million under the 2023 Purchase Agreement. The Company will need to obtain effectiveness of a new registration statement in order to access funds under the 2023 Purchase Agreement.

 

2020 Sales Agreement

 

The Company entered into a Controlled Equity Offering Sales Agreement on July 6, 2018, which was amended and restated on May 1, 2020 (the “2020 Sales Agreement”) with Cantor Fitzgerald & Co. and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company could offer and sell shares of common stock registered under an effective registration statement from time to time through the Sales Agents (the “Offering”).

 

During the six months ended March 31, 2024, no shares were sold pursuant to the Offering.

 

On July 24, 2024, the Company terminated the 2020 Sales Agreement.

 

Stock Options

 

During the three and six months ended March 31, 2025, the Company issued a net 217,503 shares of common stock to the Company’s Chief Executive Officer upon a net exercise of an option to purchase 500,000 shares of common stock at an exercise price of $0.92 per share. In connection with the exercise, the Company withheld 47,745 shares of common stock as consideration of the exercise price of $0.46 million and 234,752 shares of common stock as consideration for the payment of $2.3 million in connection with tax withholding obligations associated with the exercise. The shares withheld were based upon a market price of $9.63 per share as determined by reference to the average high and low sales price reported on the Nasdaq stock exchange on the date of exercise. At March 31, 2025, the amount of $2.3 million in connection with the tax withholding obligations was included in accounts payable on the consolidated balance sheets.