Stockholders' Equity | 6. Stockholders’ Equity Authorized Shares of Common Stock In December 2020, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, and increased the 20,000,000 shares of common stock previously authorized to 40,000,000 shares. Sales of Common Stock In December 2020, the Company sold 1,612,844 shares of its common stock at an average purchase price of $8.84 for net proceeds of $13.6 million in two registered direct offerings with certain institutional investors. In August 2020, the Company sold 2,633,838 shares of its common stock at an average purchase price of $1.66 per share and warrants to purchase 3,429,696 shares of its common stock at an average purchase price of $1.64 per share with an exercise price of $0.01 per share (the 2020 Pre-Funded Warrants) for net proceeds of approximately $10.0 million in a private placement with multiple accredited institutional health care focused funds. In accordance with their terms, the 2020 Pre-Funded Warrants may not be exercised if the holder’s ownership of the Company’s common stock would exceed 19.99% of the Company’s total shares outstanding following such exercise. The 2020 Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital on the consolidated balance sheets. In October 2019, as amended in April 2020, the Company entered into a Common Stock Purchase Agreement (the 2019 Purchase Agreement) with Aspire Capital which provides that, upon the terms and subject to the conditions and limitations set forth in the 2019 Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock solely at the Company’s request from time to time during the 30 month period of the agreement and at prices based on the market price at the time of each sale. In consideration for entering into the 2019 Purchase Agreement and concurrently with the execution of the 2019 Purchase Agreement, the Company issued 142,658 shares of its common stock to Aspire Capital. As of December 31, 2020, the Company had sold an aggregate 4.8 million shares of common stock under the 2019 Purchase Agreement with Aspire Capital for net proceeds of $9.6 million. In March and April 2018, the Company sold 1,193,059 shares of its common stock at a purchase price of $27.00 per share, warrants to purchase 176,554 shares of its common stock at a purchase price of $26.90 per share and an exercise price of $0.10 per share (the 2018 Pre-Funded Warrants) and warrants to purchase 1,369,602 shares of its common stock at a purchase price of $1.25 per share and an exercise price of $27.00 per share (the Common Warrants) for net proceeds of approximately $36.5 million in a private placement to new and certain existing accredited investors. In accordance with their terms, the 2018 Pre-Funded Warrants and the Common Warrants may not be exercised if the holder’s ownership of the Company’s common stock would exceed 9.99% or 19.99% of the Company’s total shares outstanding following such exercise, depending on the investor. Both the 2018 Pre-Funded Warrants and the Common Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. In April 2018, in connection with this transaction, the Company paid Angel Pond Capital, an affiliate of a holder of more than 5% of the Company’s common stock and an affiliate of a member of the Company’s Board of the Directors at that time, a fee totaling approximately $1.9 million as consideration for acting as a nonexclusive placement agent for this financing. At-The-Market Issuance Sales Agreement In December 2020, the Company entered into a Capital on Demand TM In connection with entering into the JonesTrading Agreement in December 2020, the Company terminated its prior Capital on Demand™ Sales Agreement, dated September 6, 2018, with JonesTrading and no further sales of common stock will occur under the prior sales agreement. As of December 31, 2020, the Company had sold an aggregate 3.0 million shares of common stock for net proceeds of $7.1 million under the prior sales agreement with JonesTrading. Common Stock Warrants As of December 31, 2020 , the Company had the following outstanding warrants for the purchase of common stock: Expiration Number of shares Exercise price May 13, 2022 1,841 $ 108.60 November 14, 2023 through June 4, 2024 3,874 $ 77.40 January 25, 2024 4,669 $ 51.40 March 27, 2024 1,369,602 $ 27.00 March 27, 2025 176,554 $ 0.10 May 3, 2025 5,363 $ 26.10 August 27, 2027 1,889,513 $ 0.01 August 31, 2027 1,358,993 $ 0.01 4,810,409 During the year ended December 31, 2020, 181,190 pre-funded warrants were exercised for net proceeds of $2,000. Stock Compensation Plans 2015 Equity Incentive Plan Effective January 1, 2015, the Company’s board of directors adopted the 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, 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, beginning with the 2016 fiscal year, by an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year or such other amount as the Company’s board of directors 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 December 2015, the 2015 Plan was amended to allow an additional 50,000 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). Restricted Stock Units In 2016, the Company issued RSUs to employees and members of the Company’s board of directors under the 2015 Plan. The total grant-date fair value of RSUs that vested during the years ended December 31, 2020 and 2019 was $0.3 million and $0.4 million, respectively. As of December 31, 2020, there were no outstanding RSUs. Restricted stock unit activity under the 2015 Plan is summarized as follows: Weighted Average Number of Grant Date Shares Fair Value Outstanding at December 31, 2019 3,520 $ 79.20 Granted — — Vested (3,520 ) $ 79.20 Forfeited — — Outstanding at December 31, 2020 — $ 79.20 Stock Options Stock option activity under all Plans is summarized as follows: Weighted- Number of Average Options Exercise Price Balance at December 31, 2019 366,871 $ 36.62 Granted 295,510 $ 3.62 Exercised — — Forfeited (60,900 ) $ 25.88 Balance at December 31, 2020 601,481 $ 21.50 Information about the Company’s outstanding stock options as of December 31, 2020 is as follows: Weighted- Average Weighted- Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Options outstanding 601,481 $ 21.50 7.57 $ 2,746,663 Options vested and expected to vest 601,481 $ 21.50 7.57 $ 2,746,663 Options exercisable 252,565 $ 43.20 5.82 $ 362,644 The weighted-average grant date fair value per share of employee option grants during the years ended December 31, 2020, 2019 and 2018 was $2.62, $5.55 and $16.69, respectively. The aggregate intrinsic value used in the above table of options at December 31, 2020 is based on the Company’s closing market price per common share on December 31, 2020 of $11.70. No stock options were exercised during the years ended December 31, 2020 and 2019. The Company received approximately $0.2 million in proceeds from the exercise of stock options during the year ended December 31, 2018. The total intrinsic value of options exercised was approximately $0.2 million during the year ended December 31, 2018. The total grant-date fair value of options that vested during the years ended December 31, 2020, 2019 and 2018 was $1.0 million, $1.5 million and $2.6 million, respectively. Employee Stock Purchase Plan (ESPP) On January 1, 2015, the Company’s board of directors 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, 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 2016 fiscal year, by an amount equal to the lessor of: (i) 36,692 shares; (ii) 1% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; or (iii) such other amount as the Company’s board of directors may determine. Stock compensation expense for the years ended December 31, 2020, 2019 and 2018 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: Years Ended December 31, 2020 2019 2018 Risk-free interest rate 1.2 % 2.6 % 2.8% Expected volatility 85.8 % 81.1 % 79.6% 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): Years Ended December 31, 2020 2019 2018 Research and development $ 386 $ 776 $ 1,462 General and administrative 648 848 1,205 $ 1,034 $ 1,624 $ 2,667 As of December 31, 2020 and 2019, the unrecognized compensation cost related to outstanding time-based options was $1.3 million and $1.6 million, respectively, and is expected to be recognized as expense over approximately 2.6 years and 2.6 years, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance was as follows: December 31, 2020 2019 Common stock warrants 4,810,409 1,561,903 Common stock options and RSUs granted and outstanding 601,481 370,391 Awards available under the 2015 Plan 57,468 128,589 Shares available under the Employee Stock Purchase Plan 105,614 73,470 5,574,972 2,134,353 |