Stockholders' Equity | Stockholders’ Equity Common Stock As of June 30, 2022, the re were 14,634,414 shares of common stock outstanding. Each share of common stock is entitled to one vote. The holders of the common stock are also entitled to receive dividends whenever funds are legally available and when declared by our Board of Directors. Reverse Stock Split On June 24, 2022, we filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the state of Delaware to effect a 1-for-10 reverse stock split of our issued and outstanding common stock. The primary purpose of the reverse stock split was to raise the per share trading price of our common stock to seek to maintain the listing of our common stock on The Nasdaq Capital Market. At the effective time of the reverse stock split, 5:00 p.m. on June 28, 2022, each 10 shares of our issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock. All of our stock options, RSUs and warrants outstanding immediately prior to the reverse stock split, as well as the conversion ratio of our outstanding convertible preferred stock, were proportionately adjusted. All issued and outstanding common stock, options exercisable for common stock, restricted stock units, common stock issuable upon conversion of outstanding convertible preferred stock, warrants a nd per share amounts contained in these financial statements have been retrospectively adjusted. 2019 Equity Incentive Plan On June 15, 2019, the Company's board of directors approved, and on August 1, 2019 the Company's stockholders approved, the Company's 2019 Equity Incentive Plan (the "2019 Plan"). The 2019 Plan is the successor to and continuation of the Company's 2012 Equity Incentive Plan . The number of shares authorized for issuance under the 2019 Plan may be increased by (a) the shares subject to outstanding stock awards granted under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) and the Company’s 2012 Equity Incentive Plan (together the with 2009 Plan, the “Prior Plans”) that on or after the effective date of the 2019 Plan (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. No further grants will be made under the Prior Plan s. In addition, on January 22, 2020, an additional 416,686 shares of common stock became available for issuance under the 2019 Plan pursuant to the Milestone Closing (defined below) of the May 2019 SPA (defined below). Further, on January 1 st of each year, for a period of not more than ten years, beginning on January 1, 2021 and continuing through January 1, 2029, the number of shares authorized for issuance under the 2019 Plan will increase by 5.0% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by our Board of Directors. As of June 30, 2022, 362,048 shares of common stock were available for new equity award grants under the 2019 Plan and 1,349,667 shares of common stock were reserved for issuance pursuant to equity awards outstanding under the 2019 Plan as of June 30, 2022. 2021 Inducement Plan On November 23, 2021, our Board of Directors adopted the 2021 Inducement Plan (the “Inducement Plan”), which became effective immediately. Stockholder approval of the Inducement Plan was not required pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan initially reserved 200,000 shares of common stock and provides for the grant of NSOs that was used exclusively for grants to individuals that were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company. Under the Inducement Plan, options were granted with varying vesting terms, but typically vested over four years, with 25% of the total grant vesting on the first anniversary of the effective date of the option grant and the remaining grant vesting monthly thereafter over the following 36 months. As of June 30, 2022, 160,000 shares of common stock were reserved for future issuance under the Inducement Plan and 40,000 shares of common stock were reserved for future issuance pursuant to equity awards outstanding under the Inducement Plan. Private Placement of Common Stock and Non-Voting Preferred Stock On November 24, 2021, we entered into a Securities Purchase Agreement (the "November 2021 SPA") with certain institutional and other accredited investors, including one of the Company's directors (the “2021 Purchasers”), pursuant to which we agreed to sell and issue shares of our common stock and shares of newly designated non-voting convertible preferred stock (the “2021 PIPE”). At the closing under the November 2021 SPA that occurred on November 30, 2021 (the “2021 Closing”), we sold and issued to the 2021 Purchasers (i) 5,892,335 shares of common stock at a purchase price of $3.60 per share, and (ii) 372,572 shares of non-voting Class A-4 convertible preferred stock, in lieu of shares of common stock, at a price of $3.60 per share. Total gross proceeds from the 2021 Closing were approximately $34.6 million. Each share of non-voting Class A-4 convertible preferred stock is convertible into one share of common stock, subject to certain beneficial ownership conversion limitations. An aggregate of 222,222 shares of common stock were purchased for $0.8 million by a director of the Company at the 2021 Closing. We evaluated the non-voting Class A-4 convertible preferred stock sold in the 2021 PIPE under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, and determined permanent equity treatment was appropriate for these freestanding financial instruments and there were no embedded features that required bifurcation. The following table summarizes preferred stock conversions and warrant exercises (and the related impact on common stoc k) for the three and six months ended June 30, 2022 and 2021 ( in thousands): Class A-1 Convertible Preferred Stock Class A-2 Convertible Preferred Stock Class A-3 Convertible Preferred Stock Class A-4 Convertible Preferred Stock Common Stock Warrants Common Stock Balance at December 31, 2021 257 1,331 259 3,726 6,187 — Conversions/Exercises — — — — — — Balance at March 31, 2022 257 1,331 259 3,726 6,187 Conversions/Exercises — — — — — Balance at June 30, 2022 257 1,331 259 3,726 6,187 Balance at December 31, 2020 257 1,416 259 — 6,604 — Conversions/Exercises — (78) — — (392) 320 Balance at March 31, 2021 257 1,338 259 — 6,212 Conversions/Exercises — (7) — — (25) 32 Balance at June 30, 2021 257 1,331 259 — 6,187 ATM Offering On December 12, 2018, we entered into a Common Stock Sales Agreement (the “Stock Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which we may sell and issue shares of our common stock from time to time through HCW, as our sales agent (the “ATM Offering”). We have no obligation to sell any shares of common stock in the ATM Offering, and may at any time suspend offers under the Stock Sales Agreement or terminate the Stock Sales Agreement. Subject to the terms and conditions of the Stock Sales Agreement, HCW will use its commercially reasonable efforts to sell shares of our common stock from time to time based upon our instructions (including any price, time or size limits or other parameters or conditions that we may impose, subject to certain restrictions). We pay HCW a commission of 3.0% of the gross sales price of any shares sold under the Stock Sales Agreement. No shares were sold under the ATM Offering during the six months ended June 30, 2022. A total of 1,200,751 shares were sold and settled for proceeds of $14.8 million (net of $0.5 million in offering costs) under the Stock Sales Agreement during the three months ended June 30, 2021. A total of 1,601,698 shares were sold and settled for proceeds of $20.5 million (net of $0.8 million in offering costs) under the ATM Offering during the six months ended June 30, 2021. On August 10, 2021, we increased the amount of common stock available for sale in the ATM Offering under the Stock Sales Agreement to $50.0 million. At June 30, 2022, approximately $50.0 million remained eligible to be sold in the ATM Offering, subject to compliance with the rules applicable to sales on Form S-3. Shares Reserved for Future Issuance The following shares of common stock were reserved for future issuance as of June 30, 2022 (in thousands): Class A-1 convertible preferred stock outstanding (as-converted) 257 Class A-2 convertible preferred stock outstanding (as-converted) 1,331 Class A-3 convertible preferred stock outstanding (as-converted) 259 Class A-4 convertible preferred stock outstanding (as-converted) 3,726 2019 PIPE Initial Closing warrants 1,278 2019 PIPE Milestone Closing warrants 3,059 2020 PIPE warrants 1,849 Common stock options outstanding 1,390 RSUs outstanding 85 Common stock available for future grant under the 2019 Equity Incentive Plan 362 Common stock available for future grant under the 2021 Inducement Plan 160 Employee Stock Purchase Plan 29 Total common shares reserved for future issuance 13,785 The following table summarizes our stock option and RSU (together Stock Awards) activity under all equity incentive plans for the six months ended June 30, 2022 (shares in thousands): Number of Weighted Number of Weighted average grant date fair value Stock Awards outstanding at December 31, 2021 866 $ 11.72 40 $ 9.50 Granted 551 $ 2.62 85 $ 2.57 Exercised (options) or Vested (RSUs) — $ — (36) $ 9.50 Canceled/forfeited/expired (27) $ 34.95 (4) $ 9.50 Stock Awards outstanding at June 30, 2022 1,390 $ 7.65 85 $ 2.57 Stock-Based Compensation The following table summarizes the weighted average assumptions used to estimate the fair value of stock options and performance stock awards granted to employees under our 2012 Equity Incentive Plan, 2015 Inducement Plan, 2019 Equity Incentive Plan, 2021 Inducement Plan and the shares purchasable under our Employee Stock Purchase Plan during the periods presented: Three months ended Six months ended 2022 2021 2022 2021 Stock options Risk-free interest rate 3.0 % 1.1 % 2.0 % 1.0 % Volatility 97.5 % 96.5 % 96.1 % 95.8 % Dividend yield — — — — Expected term (years) 6.1 6.1 6.1 6.1 Performance stock options Risk-free interest rate — — — 1.0 % Volatility — — — 95.7 % Dividend yield — — — — Expected term (years) 0 0 0 6.1 Employee stock purchase plan shares Risk-free interest rate 0.8 % 0.1 % 0.5 % 0.1 % Volatility 98.4 % 108.9 % 96.1 % 105.1 % Dividend yield — — — — Expected term (years) 0.5 0.5 0.5 0.5 The following table summarizes the allocation of our stock-based compensation expense for all stock awards during the periods presented (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Research and development $ 100 $ 229 $ 370 $ 410 General and administrative 321 525 1,055 1,035 Total $ 421 $ 754 $ 1,425 $ 1,445 |