Stockholders' Equity | 6. Stockholders’ Equity Lincoln Park Common Stock Purchase Agreement In May 2023, the Company and Lincoln Park entered into the LPC Purchase Agreement, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Lincoln Park is committed to purchase up to an aggregate of $ 26.0 million of the Company's shares of common stock from time to time and at the Company’s sole discretion over the term of the LPC Purchase Agreement, $ 25.0 million of which remained available for sale as of December 31, 2023. In consideration for entering into the LPC Purchase Agreement, concurrently with the execution of the LPC Purchase Agreement, the Company issued to Lincoln Park 599,216 shares of its common stock as a commitment fee, which was recorded as a component of stockholders’ deficit within additional paid-in capital on the consolidated balance sheets. Concurrently with entering into the LPC Purchase Agreement, the Company also entered into a Registration Rights Agreement in which the Company agreed to file one or more registration statements as permissible and necessary to register under the Securities Act for resale of the shares of its common stock that may be issued to Lincoln Park under the LPC Purchase Agreement, which occurred in May 2023. In May 2023, the Company also issued and sold 1,735,207 shares (the Initial Purchase Shares) of the Company’s common stock to Lincoln Park pursuant to the LPC Purchase Agreement at a purchase price of $ 0.5763 per Initial Purchase Share resulting in net proceeds of $ 1.0 million. At the Company's special meeting of stockholders held in September 2023, stockholder approval, in accordance with applicable rules of the Nasdaq Stock Market, was obtained for the potential future sale and issuance of shares of the Company’s common stock to Lincoln Park in accordance with the pricing terms set forth in the LPC Purchase Agreement that could result in Lincoln Park owning in excess of 19.99 % of the shares of the Company’s common stock outstanding immediately after giving effect to such sale. Sale of Common Stock and Pre-Funded Warrants In March 2023, the Company issued and sold 174,508 shares of its common stock at a purchase price of $ 1.38 per share and pre-funded warrants to purchase 2,013,999 shares of its common stock at a purchase price of $ 1.37 per share of underlying common stock with an exercise price of $ 0.01 per share of underlying common stock (the 2023 Pre-Funded Warrants) for net proceeds of approximately $ 3.0 million in a private placement (the Private Placement) with an accredited institutional healthcare-focused fund. In accordance with their terms, the 2023 Pre-Funded Warrants may not be exercised if the holder’s ownership of the Company’s common stock would exceed 19.99 % of the shares of the Company’s common stock outstanding immediately after giving effect to such exercise, unless approval by the Company's stockholders is obtained as required under the Nasdaq listing standards, including Nasdaq Listing Rules 5635(b) and (d). The 2023 Pre-Funded Warrants were recorded as a component of stockholders’ deficit within additional paid-in capital on the consolidated balance sheets. In June 2022, the Company issued and sold 841,989 shares of its common stock at a purchase price of $ 1.32 per share and pre-funded warrants to purchase 2,205,018 shares of its common stock at a purchase price of $ 1.31 per share of underlying common stock with an exercise price of $ 0.01 per share of underlying common stock (the 2022 Pre-Funded Warrants) for net proceeds of approximately $ 3.9 million in a registered direct offering (the Offering) with an accredited institutional healthcare-focused fund. In accordance with their terms, the 2022 Pre-Funded Warrants may not be exercised if the holder’s ownership of the Company’s common stock would exceed 19.99 % of the shares of the Company’s common stock outstanding immediately after giving effect to such exercise, unless approval by the Company's stockholders is obtained as required under the Nasdaq listing standards, including Nasdaq Listing Rules 5635(b) and (d). The 2022 Pre-Funded Warrants were recorded as a component of stockholders’ deficit within additional paid-in capital on the consolidated balance sheets. In connection with the Offering, the Company amended two existing pre-funded warrants to purchase shares of the Company’s common stock held by the same institutional healthcare-focused fund to extend the exercise periods and to permit exercise in excess of a similar 19.99 % limit following approval of the Company’s stockholders of such exercise. At the Company's 2023 Annual Meeting held in April 2023, stockholder approval, in accordance with applicable rules of the Nasdaq Stock Market, was obtained for the issuance of shares of common stock upon the potential future exercise of certain outstanding warrants held by this accredited institutional healthcare-focused fund, including the 2023 Pre-Funded Warrants and the 2022 Pre-Funded Warrants, that would result in it and its affiliates owning in excess of 19.99 % of the shares of common stock outstanding immediately after giving effect to such exercise. At-The-Market Issuance Sales Agreement In December 2020, as amended in March 2022, the Company entered into a Capital on Demand TM Sales Agreement (the Sales Agreement) with JonesTrading, pursuant to which it may sell from time to time, at its option, up to an aggregate of $ 50.0 million of the Company’s common stock through JonesTrading, as sales agent or principal, $ 41.5 million of which remained available for sale as of December 31, 2023. Sales of the Company’s common stock made pursuant to the Sales Agreement with JonesTrading, if any, will be made on the Nasdaq Capital Market under the Company’s effective registration statement on Form S-3, subject to limitations on the amount of securities the Company may sell pursuant to its effective registration statement on Form S-3 within any 12-month period, by means of ordinary brokers’ transactions at market prices. Additionally, under the terms of the Sales Agreement, the Company may also sell shares of its common stock through JonesTrading, on the Nasdaq Capital Market or otherwise, at negotiated prices or at prices related to the prevailing market price. JonesTrading will use its commercially reasonable efforts to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is required to pay JonesTrading 2.5 % of gross proceeds for the common stock sold through the Sales Agreement. Common Stock Warrants As of December 31, 2023, the Company had the following outstanding warrants for the purchase of common stock: Expiration Number of shares Exercise price January 25, 2024 4,669 $ 51.40 March 27, 2024 1,369,602 $ 27.00 June 4, 2024 2,906 $ 77.40 May 3, 2025 5,363 $ 26.10 September 2, 2032 150,753 $ 1.99 1,533,293 During the year ended December 31, 2023, the Company issued 6,867,504 shares of its common stock upon the cashless exercise of 7,245,984 pre-funded warrants. During the year ended December 31, 2022, the Company issued 390,668 shares of its common stock upon the cashless exercise of 398,093 pre-funded warrants. Stock Compensation Plans Effective January 1, 2015, the Company’s Board adopted the 2015 Equity Incentive Plan (2015 Plan). Under the 2015 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. Initially, a total of 80,103 shares of common stock were reserved for issuance under the 2015 Plan. In addition, pursuant to the June 10, 2021 amendment, the number of shares of common stock available for issuance under the 2015 Plan will be annually increased on the first day of each fiscal year during the term of the 2015 Plan, as amended, beginning with the 2022 fiscal year until (and including) January 1, 2031, by an amount equal to 5 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or such lesser amount as the Company’s Board may determine. The maximum term of the options granted under the 2015 Plan is no more than ten years . Grants generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service. In addition, pursuant to a June 2021 amendment, the 2015 Plan was amended to allow an additional aggregate 200,000 shares of common stock to be used exclusively for the grant of equity awards as a material inducement for individuals to commence employment at the Company in compliance with Nasdaq Listing Rule 5635(c)(4). Stock Options Stock option activity under all Plans is summarized as follows: Weighted- Number of Average Options Exercise Price Balance at December 31, 2022 2,246,310 $ 9.07 Granted 1,089,400 1.71 Exercised — — Forfeited ( 214,558 ) 8.59 Balance at December 31, 2023 3,121,152 $ 6.53 Information about the Company’s outstanding stock options as of December 31, 2023 is as follows: Weighted- Average Weighted- Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Options outstanding 3,121,152 $ 6.53 7.36 $ — Options vested and expected to vest 3,121,152 $ 6.53 7.36 $ — Options exercisable 1,446,873 $ 11.11 6.47 $ — The weighted-average grant date fair value per share of employee option grants during the years ended December 31, 2023, 2022 and 2021 was $ 1.31 , $ 1.65 , and $ 6.05 , respectively. The aggregate intrinsic value used in the above table of options at December 31, 2023 is based on the Company’s closing market price per common share on December 29, 2023, the last business day of the 2023 fiscal year, of $ 0.1751 . No stock options were exercised during the years ended December 31, 2023 and 2022. The total grant-date fair value of options that vested during the years ended December 31, 2023, 2022 and 2021 was $ 1.9 million, $ 2.6 million, and $ 0.8 million, respectively. Employee Stock Purchase Plan (ESPP) On January 1, 2015, the Company’s Board adopted the ESPP, which became effective upon the pricing of the Company’s initial public offering on January 29, 2015. The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. Initially, a total of 18,346 shares of common stock was reserved for issuance under the ESPP. In addition, pursuant to the June 10, 2021 amendment, the number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each fiscal year during the term of the ESPP, beginning with the 2022 fiscal year, by an amount equal to the lesser of: (i) 250,000 shares; (ii) 1 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; or (iii) such other amount as the Company’s Board may determine. Stock compensation expense for the years ended December 31, 2023, 2022 and 2021 related to the ESPP was immaterial. Stock-Based Compensation Expense The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 3.5 % 1.9 % 0.8 % Expected volatility 90.1 % 89.8 % 90.3 % Expected term (in years) 6.2 6.2 6.2 Expected dividend yield — % — % — % Risk-free interest rate. The Company bases the risk‑free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected volatility. The Company considers its historical volatility when determining the expected volatility. Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. The allocation of stock-based compensation expense was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Research and development $ 935 $ 830 $ 628 General and administrative 1,034 1,211 1,147 $ 1,969 $ 2,041 $ 1,775 As of December 31, 2023 and 2022, the unrecognized compensation cost related to outstanding time-based options was $ 2.8 million and $ 3.6 million, respectively, and is expected to be recognized as expense over approximately 2.4 years and 2.5 years, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance was as follows: December 31, 2023 2022 Common stock warrants 1,533,293 6,766,246 Common stock options granted and outstanding 3,121,152 2,246,310 Awards available under the 2015 Plan 431,755 150,335 Shares available under the Employee Stock Purchase Plan 429,500 243,817 5,515,700 9,406,708 |