Stockholders’ Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Follow-on Public Offerings On January 12, 2021, the Company completed an underwritten public offering of 33,368,851 shares of common stock, including 4,352,458 shares of common stock sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares. The price to the public in the offering was $3.05 per share and the underwriters purchased the shares from the Company pursuant to the underwriting agreement at a price of $2.867 per share. The gross proceeds were approximately $101.8 million before deducting underwriting discounts and commissions and other offering expenses of $293,000. On January 25, 2021, the Company completed an underwritten public offering of 38,333,352 shares of common stock, including 5,000,002 shares of common stock sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares. The price to the public in the offering was $6.00 per share and the underwriters purchased the shares from the Company pursuant to the underwriting agreement at a price of $5.64 per share. The gross proceeds were approximately $230.0 million before deducting underwriting discounts and commissions and other offering expenses of $435,000. Shelf Registration Statements; Ladenburg and Cowen At-the-Market Facilities In August 2020, the Company filed a shelf registration statement on Form S-3 with the SEC covering the offering, issuance and sale of up to $125.0 million of the Company’s securities, including up to $40.0 million of common stock pursuant to an At Market Issuance Sales Agreement, with Ladenburg Thalmann & Co. Inc. acting as sales agent (the “Ladenburg ATM”). During October through December 2020, the Company sold 27,025,384 shares of common stock under the Ladenburg ATM at an average share price of $0.82, and received gross proceeds of approximately $22.1 million before deducting offering costs of $573,000. In January 2021, the Company sold an additional 6,298,152 shares of common stock under the ATM at an average share price of $2.68, and received gross proceeds of approximately $16.9 million before deducting offering costs of $422,000. The Company terminated the Ladenburg ATM in March 2021. On January 19, 2021, the Company filed an automatically effective shelf registration statement on Form S-3 with the SEC as a “well-known seasoned issuer,” allowing for the Company to issue an indeterminate number or amount of its securities from time to time in one or more offerings. On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $350.0 million through or to Cowen, acting as sales agent or principal (the “Cowen ATM”) . The Company agreed to pay Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. In August and September 2021, the Company sold 2,256,000 shares of common stock under the Cowen ATM at an average share price of $6.15 per share, and received gross proceeds of approximately $13.9 million before deducting offering costs of $0.6 million. Stock Warrants A summary of the Company’s warrant activity during the nine months ended September 30, 2021 was as follows: Shares of Stock under Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2021 15,174,000 $ 2.34 3.76 $ 26,841,000 Granted — Exercised (10,789,000) 0.89 58,175,000 Canceled (24,000) 3.29 Outstanding at September 30, 2021 4,361,000 $ 5.95 2.02 $ 1,651,000 Stock Options A summary of the Company’s stock option activity during the nine months ended September 30, 2021 was as follows: Shares of Stock under Stock Options Weighted- Weighted- Aggregate Outstanding at January 1, 2021 5,290,000 $ 1.91 8.7 $ 10,178,000 Granted 6,544,000 7.11 Exercised (371,000) 1.49 $ 2,187,000 Canceled (802,000) 4.35 Outstanding at September 30, 2021 10,661,000 $ 4.94 9.01 $ 17,822,000 Vested and exercisable at September 30, 2021 3,035,000 $ 3.31 8.11 $ 9,326,000 For the three months ended September 30, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $3.64 and $0.35 per share, respectively. For the nine months ended September 30, 2021 and 2020, the weighted-average grant date fair value of stock options granted was $4.78 and $0.43 per share, respectively. Stock-Based Compensation The Company recognized stock-based compensation expense for the periods presented as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development $ 745,000 $ 122,000 $ 1,209,000 $ 255,000 General and administrative 2,043,000 325,000 3,708,000 848,000 Total stock-based compensation expense $ 2,788,000 $ 447,000 $ 4,917,000 $ 1,103,000 The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants during the periods presented were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Risk-free interest rate 0.9 % 0.4 % 1.1 % 0.8 % Expected volatility 71.4 % 77.9 % 78.3 % 74.8 % Expected term (in years) 6.0 5.5 6.0 5.9 Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Restricted Stock Units On May 12, 2021, the compensation committee of the Company’s board of directors granted 580,000 RSUs to R. Erik Holmlin, Ph.D., the Company’s President and Chief Executive Officer (the “Holmlin Grant”), and 240,000 RSUs to Mark Oldakowski, the Company’s Chief Operating Officer (the “Oldakowski Grant”), in each case with an effective grant date and vesting commencement date of May 12, 2021. 290,000 RSUs under the Holmlin Grant are subject to time-based vesting, with 50% of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date, and 18 months vesting acceleration upon a termination without cause or resignation with good reason. 290,000 RSUs under the Holmlin Grant are subject to vesting upon the satisfaction of certain specified revenue targets within four years following the vesting commencement date. If Dr. Holmlin’s employment with the Company is terminated without cause or he resigns with good reason, then the shares will continue to be eligible for vesting upon satisfaction of the revenue targets within a period that is the shorter of 18 months following termination or four years following the vesting commencement date. The RSUs comprising the Oldakowski Grant are subject to time-based vesting, with 50% of the shares vesting on each of the first and second anniversaries of the vesting commencement date, subject to continued service through the vesting date. |