Stockholders' Equity | 13. Stockholders’ Equity The following table presents the changes in stockholders’ equity for the three and nine months ended September 30, 2019: (In thousands, except share data) Common Stock $0.0001 Par Value Additional Paid-In Capital Accumulated Other Comprehensive Income / (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of January 1, 2019 24,835,951 $ 2 $ 492,493 $ (25 ) $ (439,423 ) $ 53,047 Stock purchase under ESPP 23,970 — — — — — Proceeds from 'at-the-market' offering, net of $34 offering expenses 140,819 — 830 — — 830 Stock-based compensation expense — — 1,592 — — 1,592 Proceeds from direct offering, net of $1,571 in common stock warrants, $78 offering expenses 2,095,039 1 10,921 — — 10,922 Proceeds from pre-funded common stock warrant from direct offering, net of $1,875 in common stock warrants, $93 offering expenses — — 13,032 — — 13,032 Issuance of common stock warrant with direct offering — — 3,446 — — 3,446 Unrealized gains on short-term investments — — — 33 — 33 Employee withholdings ESPP — — 26 — — 26 Net loss — — — — (14,302 ) (14,302 ) Balance as of March 31, 2019 27,095,779 $ 3 $ 522,340 $ 8 $ (453,725 ) $ 68,626 Stock-based compensation expense — — 1,338 — — 1,338 Offering expenses associated with direct offering — — (20 ) — — (20 ) Unrealized gains on short-term investments — — — 50 — 50 Employee withholdings ESPP — — 46 — — 46 Proceeds from exercise of stock options 22,167 — 151 — — 151 Net loss — — — — (14,916 ) (14,916 ) Balance as of June 30, 2019 27,117,946 $ 3 $ 523,855 $ 58 $ (468,641 ) $ 55,275 Stock purchase under ESPP 18,848 — — — — — Stock-based compensation expense — — 1,550 — — 1,550 Unrealized loss on short-term investments — — — (33 ) — (33 ) Employee withholdings ESPP — — 53 — — 53 Proceeds from exercise of stock options 3,690 — 27 — — 27 Net loss — — — — (12,829 ) (12,829 ) Balance as of September 30, 2019 27,140,484 $ 3 $ 525,485 $ 25 $ (481,470 ) $ 44,043 The following table represents the changes in stockholders’ equity for the three and nine months ended September 30, 2018: (In thousands, except share data) Common Stock $0.0001 Par Value Additional Paid-In Capital Accumulated Other Comprehensive Income / (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of January 1, 2018 24,390,033 $ 2 $ 470,571 $ (143 ) $ (366,111 ) $ 104,319 Stock purchase under ESPP 8,696 — — — — — Stock-based compensation expense — — 1,421 — — 1,421 Stock issuance due to warrant exercise, cashless 299,215 — — — — — Unrealized gains on short-term investments — — — (75 ) — (75 ) Employee withholdings ESPP — — 34 — — 34 Cumulative effect adjustment of adoption ASU 2014-09 — — — — 649 649 Net loss — — — — (19,398 ) (19,398 ) Balance as of March 31, 2018 24,697,944 $ 2 $ 472,026 $ (218 ) $ (384,860 ) $ 86,950 Stock-based compensation expense — — 1,571 — — 1,571 Proceeds from exercise of stock options 7,850 — 26 — — 26 Unrealized gains on short-term investments — — — 129 — 129 Employee withholdings ESPP — — 63 — — 63 Retirement of common stock in exchange for common stock warrant 1 (2,000,000 ) — (16,780 ) — — (16,780 ) Issuance of common stock warrant in exchange for retirement of common stock 1 — — 16,780 — — 16,780 Net loss — — — — (18,388 ) (18,388 ) Balance as of June 30, 2018 22,705,794 $ 2 $ 473,686 $ (89 ) $ (403,248 ) $ 70,351 Stock-based compensation expense — — 1,737 — — 1,737 Stock purchase under ESPP 15,988 — — — — — Proceeds from 'at-the-market' offering, net of $31 offering expenses 1,329,582 — 9,438 — — 9,438 Unrealized gains on short-term investments — — — 54 — 54 Employee withholdings ESPP — — 32 — — 32 Net loss — — — — (17,338 ) (17,338 ) Balance as of September 30, 2018 24,051,364 $ 2 $ 484,893 $ (35 ) $ (420,586 ) $ 64,274 1 On June 18, 2018, the Company signed an exchange agreement with Biotechnology Value Fund and certain affiliated funds (“BVF”) under which BVF exchanged 2,000,000 shares of common stock for 2,000,000 warrant shares. The Company recorded the issuance of the warrant shares and the retirement of the common stock at fair value within additional paid-in capital. BVF can exercise the warrant shares at an exercise price per share equal to $0.0001 per share and the warrant shares expire 20 years from issuance. Per the terms of the warrant agreement, the outstanding warrants to purchase shares of common stock may not be exercised if the holder's ownership of the Company's common stock would exceed 9.99% of the shares of common stock then outstanding (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to the Company, provided such limitation cannot exceed 19.99%) following such exercise. In August 2019, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) under which the Company may issue and sell shares of our common stock having aggregate sales proceeds of up to $50.0 million from time to time through Cowen, acting as agent, in a series of one or more at-the-market (“ATM”) equity offerings (the “2019 ATM Program”). Cowen is not required to sell any specific amount, but acts as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. The Company pays Cowen up to 3% of the gross proceeds from any common stock sold through this sales agreement. In 2019, prior to the effectiveness of the 2019 ATM Program (as described below), the Company sold 140,819 shares of common stock under the 2017 ATM program (as described below) for net proceeds of $0.8 million. No shares of common stock have been sold under the 2019 ATM program. In April 2017, the Company entered into a sales agreement with Cowen under which the Company may issue and sell shares of our common stock having aggregate sales proceeds of up to $50.0 million from time to time through Cowen, acting as agent, in a series of one or more ATM equity offerings (the “2017 ATM Program”). This agreement was replaced by the 2019 ATM Program. In March 2019, the Company issued 2,095,039 shares of its common stock and pre-funded warrants to purchase 2,500,000 shares of common stock (the “Pre-Funded Warrants”) to certain investors in a registered direct offering. The Pre-Funded Warrants are exercisable immediately upon issuance at an exercise price of $0.0001 per share and have a term of 20 years. The Company sold the shares of common stock and Pre-Funded Warrants together with two series of warrants, Series 1 Warrants and Series 2 Warrants, to purchase an aggregate of 4,595,039 shares of the Company’s common stock (the “Series Warrants”). The offering price for the securities was $6.00 per share (or $5.9999 for each Pre-Funded Warrant). The aggregate gross proceeds to the Company from this offering were $27.6 million, excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants and Series Warrants and offering costs of $0.2 million. No underwriter or placement agent participated in the offering. The Series Warrants are immediately exercisable. Each Series 1 Warrant has an initial exercise price of $12.00 per share of common stock and each Series 2 Warrant has an initial exercise price of $18.00 per share of common stock, in each case subject to certain adjustments (as described below). The Series Warrants expire on the earlier of (i) 90 days following the Company’s confirmation to holders of the Company’s release of positive data confirming the achievement of the specified primary endpoint of overall survival benefit in the E2112 clinical trial in breast cancer patients, or (ii) December 31, 2020. If, prior to the expiration date of the Series Warrant, the Company sells additional capital stock or derivative securities convertible into or exercisable for capital stock (other than Exempted Securities as defined by the Series Warrant) in one or more related transactions primarily for the purpose of raising capital at a Weighted-Average Price (as described below) below $12.00 per share, then the initial exercise price of the Series Warrants will be automatically reset upon exercise to an exercise price (the “Adjusted Exercise Price”) that is the midpoint between the initial exercise price and the lowest Weighted-Average Price per share at which the Company sells capital stock or derivative securities convertible into or exercisable for capital stock in a subsequent offering prior to the exercise date; provided, however, that the Adjusted Exercise Price will not be reduced below $6.00 per share. The Weighted-Average Price shall be calculated as the weighted-average common stock equivalent price of the equity securities sold in such transaction(s) (excluding any derivative securities with an exercise or conversion price that is above the closing sale price as of the time of pricing such offering(s)). In no event will the exercise price for the Series Warrants be adjusted more than once pursuant to this adjustment mechanism. The Pre-Funded Warrants and the Series Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates, would beneficially own, after such exercise more than 9.99% of the shares of the Company’s common stock then outstanding (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to the Company, provided that such limitation cannot exceed 19.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered. The Series Warrants were classified as a component of permanent equity and were recorded at the issuance date using a relative fair value allocation method. The Series Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permits the holders to receive a fixed number of common shares upon exercise. In addition, such warrants do not provide any guarantee of value or return . |