Stockholders' Equity | Note 7. Stockholders’ Equity Equity Incentive Plans 2014 Plan The Company has adopted 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 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 for service-based stock options is normally monthly over a period of 4 years from the vesting date. Performance-based grants have vesting contingent upon the achievement of certain performance criteria related to the Company’s commercialization of its therapeutics. 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 March 31, 2021, a total of 1,426,546 shares are available for future grant under the 2014 Plan. Inducement Plan On September 28, 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the Inducement Plan) and, subject to the adjustment provisions of the Inducement Plan, reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the 2014 Plan. In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules, in connection with a merger or acquisition. There have been no awards granted under the Inducement Plan as of March 31, 2021. As of March 31, 2021, a total of 1,500,000 shares are available for future grant under the Inducement Plan. Stock-based compensation expense The Company recognizes stock-based compensation expense related to options and restricted stock units granted to employees, directors and consultants. The compensation expense is allocated on a departmental basis, based on the classification of the award holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements during any of the periods presented Stock-based compensation expense was recognized in the condensed consolidated statements of operations as follows (in thousands). Three Months Ended March 31, 2021 2020 Research and development $ 189 $ 99 General and administrative 906 293 Total $ 1,095 $ 392 Stock Options The Company granted options to purchase 3,168,500 and zero shares of the Company’s common stock during the three months ended March 31, 2021 and 2020, respectively. Of the total options granted during the three months ended March 31, 2021, 708,750 were performance-based options. Three Months Ended March 31, 2021 Expected life (years) 5.5-6.0 Risk-free interest rate 0.6%-0.7% Volatility 99%-108% 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 period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s service-based stock options has been determined utilizing the “simplified method”, based on the average of the contractual term of the options and the weighted-average vesting period. The expected life for the performance-based options was determined based on consideration of the contractual term of the stock options, an estimate of the date the performance criteria would be met and expectations of employee behavior. • 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 is based on the volatilities of the Company’s common stock for a historical period equal to the expected life of the stock options. • 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 transactions for the three months ended March 31, 2021 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, 2021 2,837,739 $ 4.18 7.62 Options granted 3,168,500 $ 2.24 Options exercised — Options canceled/forfeited — Balance at March 31, 2021 6,006,239 $ 3.15 8.64 $ — Options vested at March 31, 2021 1,992,693 $ 4.93 6.95 $ — Options vested and expected to vest at March 31, 2021 6,006,239 $ 3.15 8.64 $ — The weighted-average grant date fair value of options granted was $1.79 per share for the three months ended March 31, 2021. At March 31, 2021 total unrecognized employee stock-based compensation related to stock options that are likely to vest was $6.6 million, which is expected to be recognized over the weighted-average remaining vesting period of 3.3 years. Restricted Stock Units There were 21,810 and 687,257 restricted stock units granted by the Company during the three months ended March 31, 2021 and 2020, 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 three months ended March 31, 2021 as issued under the 2014 Plan: Number of Restricted Stock Units Weighted- Average Grant-Date Fair Value per Share Outstanding at January 1, 2021 581,000 $ 3.85 Restricted stock units granted 21,810 $ 1.96 Restricted stock units vested (167,060 ) $ 3.60 Outstanding at March 31, 2021 435,750 $ 3.85 The weighted-average grant-date fair value of all restricted stock units granted during the three months ended March 31, 2021 and 2020 was $1.96 and $3.83, respectively. The fair value of all restricted stock units vested during the three months ended March 31, 2021 and 2020 was $0.6 million and approximately $96,000, respectively. At March 31, 2021, total unrecognized employee stock-based compensation related to restricted stock units was $1.6 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.8 years. 2014 Employee Stock Purchase Plan The Company’s Board and stockholders have adopted the 2014 Employee Stock Purchase Plan (ESPP). The ESPP has become effective, and the Board 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 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. As of March 31, 2021, there were no purchases by employees under this plan. Common Stock Warrants As of March 31, 2021, the Company had 102,070 common stock warrants outstanding that are related to convertible notes issued in 2010 and 2012, with an exercise price of $24.35 and a term of 10 years expiring in November 2024. The Company also had 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. |