Stockholders' Equity | Note 10. Stockholders’ Equity Convertible Preferred Stock The Company is authorized to issue 10,000,000 shares of Preferred Stock. Common Stock On March 7, 2017, the Company completed its merger with Essentialis and issued 4,867,422 shares of common stock to stockholders of Essentialis. Additionally, upon the achievement of certain commercial milestones associated with the sale of Essentialis’ product in accordance with the terms of the Merger Agreement, the Company is obligated to make cash earnout payments of up to a maximum of $30.0 million to the former Essentialis stockholders. On December 11, 2017, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company issued warrant to purchase 6,024,425 of the Company’s common stock at an exercise price of $2.00 per share which expired December 15 th On December 19, 2018, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company sold and issued 10,272,375 units at a price per unit of $1.61, for aggregate gross proceeds of $16.5 million. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.05 shares of the Company’s common stock at an exercise price of $2.00 per share, for an aggregate of 10,272,375 shares of common stock and corresponding warrants to purchase an aggregate of 513,617 shares of common stock, together with the shares of common stock are referred to as the 2018 Resale Shares. The Company also granted certain registration rights to these stockholders, pursuant to which, among other things, the Company prepared and filed a registration statement with the SEC to register for resale the 2018 Resale Shares. The registration statement was declared effective in April 2019. On October 25, 2019, the Company sold 12,841,667 shares of its common stock, including 1,675,000 shares sold upon full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $1.20 per share. The net proceeds of the offering were $14.5 million, after deducting the underwriting discount and other offering expenses. On June 26, 2020, the Company sold 34,848,484 shares of its common stock, including 4,545,454 Equity Incentive Plans The Company has the 2014 Equity Incentive Plan (the 2014 Plan). Under the 2014 Plan the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance units or performance shares to employees, directors, advisors, and consultants. Options granted under the 2014 Plan may be incentive stock options (ISOs) or nonqualified stock options (NSOs). ISOs may be granted only to Company employees, including officers and directors. The Board of Directors has the authority to determine to whom stock options will be granted, the number of options, the term, and the exercise price. Options are to be granted at an exercise price not less than fair value. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. The vesting period is normally monthly over a period of 4 years from the vesting date. The contractual term of an option is no longer than five years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options. The terms and conditions governing restricted stock units is at the sole discretion of the Board. As of December 31, 2020, a total of 1,432,229 shares are available for future grant under the 2014 Plan. On September 28, 2020, the Board of Directors adopted the 2020 Inducement Equity Incentive Plan (the Inducement Plan), and reserved 1,500,000 shares of the Company’s common stock for issuance to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including nonqualified stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the Company’s 2014 Equity Incentive Plan. The Company recognized stock-based compensation expense related to options and restricted stock units granted to employees, directors and consultants for the years ended December 31, 2020 and 2019 of $1.5 million and $0.8 million, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements during the year ended December 31, 2020 and December 31, 2019. Stock compensation expense was allocated between departments as follows (in thousands). Year ended December 31, 2020 December 31, 2019 Research and development $ 348 $ 158 General and administrative 1,152 667 Total $ 1,500 $ 825 Stock Options The Company granted options to purchase 824,150 and 658,285 of the Company’s common stock during the years ended December 31, 2020 and 2019, respectively. The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions. Year Ended December 31, 2020 December 31, 2019 Expected life (years) 5.5-6.1 5.5-6.1 Risk-free interest rate 0.4%-0.5% 1.6%-2.6% Volatility 64%-96% 70%-75% Dividend rate — % — % The Black-Scholes option-pricing model requires the use of highly subjective assumptions to estimate the fair value of stock-based awards. These assumptions include the following estimates: • Expected life: The expected life of stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. The Company does not believe it is able to rely on historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term for use in estimating the fair value-based measurement of stock options. Therefore, it has opted to use the “simplified method” for estimating the expected term of options. • Risk-free interest rate: The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to liquidity. • Volatility: The estimated volatility rate based on the volatilities of the Company’s common stock together with comparable companies in the Company’s industry. • Dividend rate: The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero The following table summarizes stock option and restricted stock unit transactions for the years ended December 31, 2020 and 2019 as issued under the 2014 Plan. Number of Options Weighted- Average Exercise Price per Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding Share (in years) (in thousands) Balance at January 1, 2019 1,667,153 $ 6.03 8.27 Options granted 658,285 $ 1.77 Options canceled/forfeited (202,321 ) $ 6.99 — Balance at December 31, 2019 2,123,117 $ 4.62 7.87 Options granted 824,150 $ 2.79 Options exercised (8,518 ) $ 1.96 Options canceled/forfeited (101,010 ) $ 2.34 Balance at December 31, 2020 2,837,739 $ 4.18 7.62 $ 347 Options vested at December 31, 2020 1,577,255 $ 5.64 6.62 $ 205 Options vested and expected to vest at December 31, 2020 2,837,739 $ 4.18 7.62 $ 347 The weighted-average grant date fair value of employee options granted was $1.76 and $1.14 per share for the years ended December 31, 2020 and December 31, 2019, respectively. At December 31, 2020 total unrecognized employee stock-based compensation was $1.8 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.7 years. The intrinsic value of options exercised during the year ended December 31, 2020 was approximately $10,000. Restricted Stock Units There were 751,633 and 61,218 restricted stock units granted by the Company during the years ended December 31, 2020 and December 31, 2019, respectively, to employees and directors. The shares granted to directors were 100% vested on the grant date and represent compensation for past board services. The shares granted to employees typically vest annually over a period of four years. The shares were valued based on the Company’s common stock price on the grant date. The following table summarizes restricted stock unit transactions for the years ended December 31, 2020 and 2019 as issued under the 2014 Plan: Number of Restricted Stock Units Weighted- Average Grant-Date Fair Value per Share Outstanding at January 1, 2019 — Restricted stock units granted 61,218 $ 2.17 Restricted stock units vested (61,218 ) $ 2.17 Outstanding at December 31, 2019 — Restricted stock units granted 751,633 $ 3.68 Restricted stock units vested (103,133 ) $ 2.60 Restricted stock units cancelled (67,500 ) $ 3.85 Outstanding at December 31, 2020 581,000 $ 3.85 The fair value of all restricted stock units vested during the year ended December 31, 2020 and 2019 was $0.3 million and $0.1 million, respectively. At December 31, 2020 total unrecognized employee stock-based compensation related to restricted stock units was $1.7 million, which is expected to be recognized over the weighted-average remaining vesting period of 3.1 years. 2014 Employee Stock Purchase Plan The Company’s board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan (the ESPP). The ESPP has become effective, and the board of directors will implement commencement of offers thereunder in its discretion. A total of 27,967 shares of the Company’s common stock has been made available for sale under the ESPP. In addition, the ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each year beginning in the year following the initial date that the board of directors authorizes commencement, equal to the least of: • 1.0% of the outstanding shares of the Company’s common stock on the first day of such year; • 55,936 shares; or • such amount as determined by the board of directors. As of December 31, 2020, there were no purchases by employees under this plan. Series D Warrants The Company issued 256,064 Series D Warrants in October 2015, which were exercisable into 586,182 shares of the Company’s common stock, with an exercise price of $12.30. The warrants expired on October 15, 2020 and no warrants were exercised. Accounting Treatment The Company has accounted for the Series D Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging. Other Common Stock Warrants As of December 31, 2020, the Company had 102,070 common stock warrants outstanding from the 2010/2012 convertible notes, with an exercise price of $24.35 and a term of 10 years expiring in November 2024. The Company also had outstanding 16,500 common stock warrants issued to the underwriter in the Company’s IPO, with an exercise price of $35.70 and a term of 10 years, expiring in November 2024. |