Stockholders' Equity | Stockholders’ Equity Authorized and Outstanding Capital Stock On June 5, 2020, the Company filed a Certificate of Amendment to its Ninth Amended and Restated Certificate of Incorporation, or its Charter, to increase the number of authorized shares of common stock from 175,000,000 to 350,000,000. As of December 31, 2021, the authorized capital stock of the Company included 350,000,000 shares of common stock, par value $0.00001 per share, of which 177,000,963 and 148,074,085 shares were issued and outstanding at December 31, 2021 and 2020, respectively; and 25,000,000 shares of undesignated preferred stock, par value $0.00001 per share, of which no shares were issued and outstanding at December 31, 2021 and 2020. At-the-Market Facility On November 12, 2019, the Company entered into an Amended and Restated Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co. for the offer and sale of common stock at the then current market prices in amounts to be determined from time to time. Also, on November 12, 2019, the Company filed a prospectus supplement pursuant to which it was able to offer and sell up to $75.0 million of its common stock at the then current market prices from time to time. In December 2019, the Company commenced sales under this program. Through December 31, 2019, the Company sold 2,684,392 shares of common stock under this program with net proceeds (after deducting commissions and other offering expenses) of $16.8 million. During the three months ended March 31, 2020, the Company sold 7,973,967 shares of common stock under this program with net proceeds (after deducting commissions and other offering expenses) of $56.7 million. On March 12, 2020, the Company filed an additional prospectus supplement, pursuant to which it is able to offer and sell up to $65.0 million of its common stock at current market prices from time to time. During the year ended December 31, 2020, the Company sold 3,509,381 shares of common stock under this program with net proceeds (after deducting commissions and other offering expenses) of $10.6 million. During the three months ended March 31, 2021, the Company sold 5,224,278 shares of common stock under this program with net proceeds (after deducting commissions and other offering expenses) of $15.9 million. On February 25, 2021, the Company filed a prospectus relating to the sales agreement with its new shelf registration statement (which replaced the prior shelf registration statement and the sales agreement prospectus supplement), pursuant to which it is able to offer and sell up to $100.0 million of its common stock at current market prices from time to time. During the year ended December 31, 2021 and through the date of this Annual Report on Form 10-K, the Company sold 21,532,665 shares of common stock under this program with net proceeds (after deducting commissions and other offering expenses) of $73.2 million. Equity Offering In May 2020, the Company sold 12,650,000 shares of its common stock in a public offering at a price of $12.00 per share, including 1,650,000 shares from the full exercise of the underwriters' option to purchase additional shares. The aggregate net proceeds received by the Company from the offering were $142.4 million, net of underwriting discounts and commissions and offering expenses payable by the Company. Equity Plans On February 28, 2014, the Company’s Board of Directors adopted its 2014 Incentive Plan and its 2014 Employee Stock Purchase Plan, or the 2014 ESPP, which were subsequently approved by its shareholders and became effective upon the closing of the Company’s initial public offering on March 25, 2014. The Company’s 2014 Incentive Plan was subsequently amended on December 11, 2018, which amendment did not require shareholder approval. The Company’s 2014 Incentive Plan, as amended, is referred to as the 2014 Plan. The 2014 Plan replaced the Company’s Amended and Restated 2008 Equity Incentive Plan, or the 2008 Plan; however, options or other awards granted under the 2008 Plan prior to the adoption of the 2014 Plan that have not been settled or forfeited remain outstanding and effective. On June 6, 2019, the Company’s shareholders approved the Amended and Restated 2014 Employee Stock Purchase Plan, or the ESPP. In May 2016, the Company’s Board of Directors approved an inducement award program that was separate from the Company’s equity plans and which, consistent with Nasdaq Listing Rule 5635(c)(4), did not require shareholder approval, or the Inducement Award Program. During the year ended December 31, 2021, the Company granted 1,373,200 options to purchase shares of the Company’s common stock to new hires under the Inducement Award Program, of which 1,238,200 options to purchase shares of the Company's common stock remained outstanding at December 31, 2021. The 2014 Plan allows for the granting of stock options, stock appreciation rights, or SARs, restricted stock, unrestricted stock, RSUs, performance awards and other awards convertible into or otherwise based on shares of the Company’s common stock. Dividend equivalents may also be provided in connection with an award under the 2014 Plan. The Company’s employees, officers, directors and consultants and advisors are eligible to receive awards under the 2014 Plan. The Company initially reserved 1,785,000 shares of its common stock for the issuance of awards under the 2014 Plan. The 2014 Plan provides that the number of shares reserved and available for issuance under the 2014 Plan will automatically increase annually on January 1 of each calendar year, by an amount equal to three percent (3%) of the number of the Company's shares outstanding on a fully diluted basis as of the close of business on the immediately preceding December 31, or the 2014 Plan Evergreen Provision. The Company’s Board of Directors may act prior to January 1 of any year to provide that there will be no automatic increase in the number of Akebia Shares available for grant under the 2014 Plan for that year (or that the increase will be less than the amount that would otherwise have automatically been made). On December 12, 2018, in connection with the consummation of the Merger, the Company assumed outstanding and unexercised options to purchase Keryx Shares, as adjusted by the Exchange Multiplier pursuant to the terms of the Merger Agreement, under the following Keryx equity plans, or the Keryx Equity Plans: the Keryx 1999 Share Option Plan, the Keryx 2004 Long-Term Incentive Plan, the Keryx 2007 Incentive Plan, the Keryx Amended and Restated 2013 Incentive Plan, and the Keryx 2018 Equity Incentive Plan, or the Keryx 2018 Plan. In addition, the number of Keryx Shares available for issuance under the Keryx 2018 Plan, as adjusted by the Exchange Multiplier pursuant to the terms of the Merger Agreement, may be used for awards granted by the Company under its 2014 Plan, or the Assumed Shares, provided that the Company uses the Assumed Shares for individuals who were not employees or directors of the Company prior to the consummation of the Merger. During the year ended December 31, 2021, the Company granted 1,997,200 options to purchase Akebia Shares to employees under the 2014 Plan, 1,373,200 options to purchase Akebia Shares to employees under the Inducement Award Program, 3,399,412 Akebia RSUs to employees under the 2014 Plan, 136,708 Akebia PSUs to employees under the 2014 Plan, 281,000 options to purchase Akebia Shares to directors under the 2014 Plan, and 82,200 Akebia RSUs to directors under the 2014 Plan. The ESPP provides for the issuance shares of the Company’s common stock to participating employees at a discount to their fair market value. As noted above, the Company’s stockholders approved the ESPP, which amended and restated the Company’s 2014 ESPP, on June 6, 2019. The maximum aggregate number of shares at December 31, 2021 of the Company’s common stock available for future issuance under the ESPP is 5,173,141. Under the ESPP, each offering period is six months, at the end of which employees may purchase shares of the Company’s common stock through payroll deductions made over the term of the offering. The per-share purchase price at the end of each offering period is equal to the lesser of eighty-five percent (85%) of the closing price of the Company’s common stock at the beginning or end of the offering period. Shares Reserved for Future Issuance The Company has reserved for future issuance the following number of shares of common stock: December 31, 2021 December 31, 2020 Common stock options, RSUs and PSUs outstanding (1) 16,065,218 14,108,828 Shares available for issuance under Akebia equity plans (2) 4,675,734 3,468,080 Warrant to purchase common stock 509,611 509,611 Shares available for issuance under the ESPP 5,173,141 5,480,334 Total 26,423,704 23,566,853 (1) Includes awards granted under the 2014 Plan and the Inducement Award Program and awards issued in connection with the Merger. (2) On January 1, 2022, January 1, 2021 and January 1, 2020, the shares reserved for future grants under the 2014 Plan increased by 5,807,270, 4,880,775 and 4,031,376 shares, respectively, pursuant to the 2014 Plan Evergreen Provision. Stock-Based Compensation Stock Options Service-Based Stock Options On February 28, 2021, as part of the Company’s annual grant of equity, the Company issued 1,997,200 stock options to employees. In addition, the Company issues stock options to directors, new hires and occasionally to other employees not in connection with the annual grant process. Options granted by the Company vest over periods of between 12 and 48 months, subject, in each case, to the individual’s continued service through the applicable vesting date. Options vest either 100% on the first anniversary of the grant date or in installments of (i) 25% at the one year anniversary and (ii) 12 equal quarterly installments beginning after the one year anniversary of the grant date, subject to the individual’s continuous service with the Company. Options generally expire ten years after the date of grant. The Company recorded approximately $8.9 million, $8.5 million and $5.4 million of stock-based compensation expense related to stock options granted during the years ended December 31, 2021, 2020 and 2019, respectively. The assumptions used in the Black-Scholes pricing model to estimate the grant date fair value of options granted under the 2014 Plan are as follows: Year ended December 31, 2021 2020 2019 Risk-free interest rate 0.66% - 1.37% 0.32% - 1.38% 1.42% - 2.57% Dividend yield —% —% —% Volatility 77.81% - 81.79% 69.56% - 75.91% 61.4% - 64.1% Expected term (years) 5.51 - 6.25 5.51 - 6.25 5.51 - 6.25 The following table summarizes the Company’s stock option activity, excluding performance-based options, for the year ended December 31, 2021: Shares Weighted-Average Weighted-Average Aggregate Outstanding, December 31, 2020 9,370,373 $ 9.31 $ 387,596 Granted 3,651,400 $ 3.34 Exercised — $ — $ — Forfeited (1,517,165) $ 7.70 $ 43,756 Expired/cancelled (106,393) $ 11.35 Outstanding, December 31, 2021 11,398,215 $ 7.60 7.24 $ 267,830 Options exercisable, December 31, 2021 5,848,562 $ 9.92 5.80 $ 267,440 Vested and expected to vest, December 31, 2021 11,398,215 $ 7.60 The weighted-average grant date fair values of options granted in the years ended December 31, 2021, 2020, and 2019 were $2.29, $5.63, and $3.85 per share, respectively. There was no intrinsic value of options exercised during the year ended December 31, 2021, as there were no options exercised in 2021. The total intrinsic value of options exercised during the years ended December 31, 2020 and 2019 were $0.4 million and $1.3 million, respectively. The fair value of options that vested during the years ended December 31, 2021, 2020, and 2019 were $10.6 million, $6.8 million, and $4.3 million, respectively. As of December 31, 2021, there was approximately $15.7 million of unrecognized compensation cost related to stock options outstanding under the Company’s 2014 Plan or made pursuant to the Inducement Award Program, which is expected to be recognized over a weighted average period of 2.33 years. Performance-Based Stock Options The Company also grants performance-based stock options to employees under the 2014 Plan. The performance-based stock options granted by the Company vest in connection with the achievement of specified commercial and regulatory milestones. The performance-based stock option also feature a time-based vesting component. The expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of options granted and recognized over time based on the probability of meeting such commercial and regulatory milestones. The Company issued 99,558 and no performance-based options during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had 99,558 performance-based options outstanding compared to no performance-based options outstanding at December 31, 2020. The following table summarizes the Company’s performance-based option activity for the year ended December 31, 2021: Shares Weighted-Average Weighted-Average Aggregate Outstanding, December 31, 2020 — $ — $ — Granted 99,558 $ 2.74 Exercised — $ — $ — Forfeited/cancelled $ — Outstanding, December 31, 2021 99,558 $ 2.74 9.6 $ — The Company did not record any stock-based compensation expense related to performance-based options during 2021, 2020 and 2019. There were no performance-based options that vested during fiscal year 2021 or 2020, and 46,790 performance-based options that vested during fiscal year 2019. As of December 31, 2021, there were no unrecognized compensation costs related to performance-based stock options under the Company’s 2014 Plan. Restricted Stock Units Service-Based Restricted Stock Units On February 28, 2021, as part of the Company’s annual grant of equity, the Company issued 3,180,400 restricted stock units, or RSUs, to employees. In addition, the Company occasionally issues RSUs not in connection with the annual grant process to employees. Generally, RSUs granted by the Company vest in one of the following ways: (i) 100% of each RSU grant vests on either the first or the third anniversary of the grant date, (ii) one third of each RSU grant vests on the first, second and third anniversaries of the grant date, subject, in each case, to the individual’s continued service through the applicable vesting date, or (iii) 50% of each RSU grant vests on the first anniversary and 25% of each RSU grant vests every six months after the one year anniversary of the grant date. The expense recognized for these awards is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted and recognized on a straight-line basis over the vesting period. The Company recorded approximately $12.9 million, $14.6 million and $6.2 million of stock-based compensation expense related to employee RSUs in 2021, 2020 and 2019, respectively. On December 12, 2018, pursuant to the Merger Agreement, each Keryx Share that was subject to a Keryx restricted share award, other than those Keryx restricted shares that accelerated or lapsed as a result of the completion of the Merger, was converted into an RSU award of Akebia, covering the number of Akebia Shares determined in accordance with the Exchange Multiplier. As a result, the Company issued 486,709 service-based RSUs in substitution for Keryx restricted share awards in connection with the Merger. These RSUs vest either (i) in 3 equal annual installments beginning after the one year anniversary of the grant date or (ii) one third on the one year anniversary of the grant date with the remaining RSUs vesting on the first day of each calendar quarter over the next two years thereafter. As of October 1, 2021, the RSU awards granted in connection with the Merger were fully vested and none are outstanding as of December 31, 2021. Performance-Based Restricted Stock Units During the year ended December 31, 2021, the Company issued 37,150 performance-based restricted stock units, or PSUs, to the Company’s executives. The PSUs granted by the Company vest in connection with the achievement of specified commercial and regulatory milestones. The PSUs also feature a time-based vesting component. The expense recognized for these awards is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted and recognized over time based on the probability of meeting such commercial and regulatory milestones. The Company recorded approximately $0.3 million, $0.5 million and $0 of stock-based compensation expense related to employee PSUs in 2021, 2020 and 2019, respectively. The following table summarizes the Company’s RSU and PSU activity for the year ended December 31, 2021: Shares Weighted- Unvested balance, December 31, 2020 4,725,353 $ 7.43 Granted 3,518,762 $ 3.44 Vested (2,267,342) $ 6.77 Forfeited (1,422,430) $ 5.82 Unvested balance, December 31, 2021 4,554,343 $ 5.17 The total fair value of RSUs and PSUs that vested during 2021, 2020 and 2019 (measured on the date of vesting) was $15.4 million, $9.4 million, and $2.7 million, respectively. As of December 31, 2021, there was approximately $12.4 million of unrecognized compensation cost related to RSUs and PSUs, which is expected to be recognized over a weighted average period of 1.56 years. There are 13,102 performance-based RSUs, issued in connection with the Merger, outstanding at December 31, 2021. Employee Stock Purchase Plan The first offering period under the ESPP opened on January 2, 2015. The Company issued 307,193 shares during the year ended December 31, 2021. The Company recorded approximately $0.6 million, $0.8 million and $0.3 million of stock-based compensation expense related to the ESPP during 2021, 2020 and 2019, respectively. Compensation Expense Summary The Company has classified its stock-based compensation expense related to share-based awards as follows: Years ended December 31, 2021 2020 2019 (in thousands) Research and development $ 5,816 $ 6,113 $ 3,544 Selling, general and administrative 16,919 18,347 8,381 Total $ 22,735 $ 24,460 $ 11,925 Compensation expense by type of award: Years ended December 31, 2021 2020 2019 (in thousands) Stock options $ 8,958 $ 8,517 $ 5,421 Restricted stock units 12,927 14,639 6,240 Performance RSUs 294 464 — Employee stock purchase plan 556 840 264 Total $ 22,735 $ 24,460 $ 11,925 |