v3.24.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity

8. Stockholders’ Equity

Underwritten Offering of Common Stock

July 2024

On July 1, 2024, the Company sold an aggregate of 26,246,720 shares of the Company’s common stock, par value $0.001 per share, pursuant to an underwritten offering of its common stock (the "July 2024 Offering") at an offering price of $3.81 per share. The July 2024 Offering was made pursuant to the Registration Statement on Form S-3 (File No. 333-279274), which was previously filed with the SEC on May 9, 2024 and declared effective on May 21, 2024 (the "2024 Registration Statement"), and a prospectus supplement filed with the SEC on June 28, 2024. The July 2024 Offering resulted in net proceeds of $93.8 million after taking into consideration underwriter commissions, legal fees, and other customary closing costs, as follows (in thousands):

 

Summary of Proceeds, Net

 

Proceeds

 

Common stock

 

$

100,000

 

Offering expenses

 

$

(6,201

)

Net proceeds

 

$

93,799

 

 

July 2023

On July 17, 2023, the Company sold (i) an aggregate of 21,000,000 shares of the Company’s common stock for $3.00 per share which represented a 1% premium over the closing price on that date and (ii) pre-funded warrants to purchase an aggregate of 5,666,667 shares of the Company's common stock at an exercise price of $0.001 per share (the “2023 Pre-Funded Warrants”) for $2.999 per warrant pursuant to an underwritten offering (the “July 2023 Offering”).

The Company determined that the securities issued in the July 2023 Offering were free-standing and that the 2023 Pre-Funded Warrants meet the equity classification requirements pursuant to ASC 480, Distinguishing Liability from Equity, ASC 815, Derivatives and Hedging and Subtopic 815-40, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The 2023 Pre-Funded Warrants were sold at the same price as the underlying common stock, less $0.001 (which represents the exercise price of the warrants).

The July 2023 Offering resulted in net proceeds to the Company of approximately $74.9 million, after deducting final underwriting discounts, commissions, and other estimated offering expenses, as follows (in thousands):

 

Financial instruments

 

Proceeds

 

Common stock

 

$

63,000

 

2023 Pre-funded warrants

 

 

16,994

 

Total

 

 

79,994

 

Offering expenses

 

$

(5,120

)

Net proceeds

 

$

74,874

 

 

The Company has used and intends to continue to use the net proceeds from both the July 2024 Offering and the July 2023 Offering for working capital and general corporate purposes, which include, but are not limited to, funding of clinical development of and the pursuit of regulatory approval for molgramostim, investing in our chemistry, manufacturing, and controls activities, developing commercialization infrastructure in the United States, initiating pre-commercial work in Europe, and general and administrative expenses.

Evercore Common Stock Sales Agreement

On July 6, 2021, the Company entered into a Common Stock Sales Agreement with Evercore Group L.L.C. (“Evercore”), as sales agent (the “Sales Agreement”), pursuant to which the Company may offer and sell, from time to time, through Evercore, shares of Savara’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of not more than $100.0 million. The Sales Agreement was effective on July 16, 2021, the date the Company’s Registration Statement on Form S-3 (File No. 333-257709), filed with the SEC on July 6, 2021, was declared effective by the SEC. The Sales Agreement currently operates in accordance with the 2024 Registration Statement. As of May 21, 2024, the date the 2024 Registration Statement was declared effective by the SEC, the Shares were and will be offered and sold pursuant to the 2024 Registration Statement. Subject to the terms and conditions of the Sales Agreement, Evercore will use commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided Evercore with customary indemnification rights, and Evercore will be entitled to a

commission at a fixed commission rate equal to 3% of the gross proceeds per Share sold. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement.

During the nine months ended September 30, 2024, the Company sold 6,038,650 shares of the Company’s common stock to a single institutional investor pursuant to the Sales Agreement resulting in net proceeds of $24.4 million. The Company did not sell any shares of common stock under the Sales Agreement during the nine months ended September 30, 2023.

Common Stock Reserved for Issuance

The Company’s shares of common stock reserved for issuance as of the periods indicated were as follows:

 

 

 

September 30, 2024

 

 

December 31, 2023

 

April 2017 Warrants

 

 

24,725

 

 

 

24,725

 

June 2017 Warrants

 

 

41,736

 

 

 

41,736

 

December 2018 Warrants

 

 

11,332

 

 

 

11,332

 

2017 Pre-funded Warrants

 

 

775,000

 

 

 

775,000

 

Pre-funded PIPE Warrants

 

 

5,780,537

 

 

 

5,780,537

 

2021 Pre-funded Warrants

 

 

32,175,172

 

 

 

32,175,172

 

2023 Pre-funded Warrants

 

 

5,666,667

 

 

 

5,666,667

 

Stock options outstanding

 

 

9,478,496

 

 

 

9,633,067

 

Issued and nonvested RSUs

 

 

3,753,562

 

 

 

3,488,250

 

Total shares reserved

 

 

57,707,227

 

 

 

57,596,486

 

 

Warrants

The following table summarizes the outstanding warrants for the Company’s common stock as of September 30, 2024:

 

Expiration Date

 

Shares Underlying
Outstanding Warrants

 

 

Exercise Price

 

October 2024

 

 

775,000

 

 

$

0.01

 

April 2027

 

 

24,725

 

 

$

2.87

 

June 2027

 

 

41,736

 

 

$

2.87

 

December 2028

 

 

11,332

 

 

$

2.87

 

None

 

 

43,622,376

 

 

$

0.001

 

 

 

 

44,475,169

 

 

 

 

 

Accumulated Other Comprehensive Income (Loss) Information

The components of accumulated other comprehensive income (loss) as of the dates indicated and the change during the period were (in thousands):

 

 

 

Foreign Exchange Translation Adjustment

 

 

Unrealized Gain (Loss) on ST Investments

 

 

Total Accumulated Other Comprehensive Income (Loss)

 

Balance, December 31, 2022

 

$

(594

)

 

$

(11

)

 

$

(605

)

Change

 

$

133

 

 

$

201

 

 

$

334

 

Balance, December 31, 2023

 

$

(461

)

 

$

190

 

 

$

(271

)

Change

 

$

263

 

 

$

307

 

 

$

570

 

Balance, September 30, 2024

 

$

(198

)

 

$

497

 

 

$

299