Stockholders' Equity | 7. STOCKHOLDERS’ EQUITY Common and Preferred Stock In August 2017, the Company entered into a Controlled Equity Offering SM In August 2018, the Company issued and sold in an underwritten public offering an aggregate of 3,246,079 shares of its common stock at $12.50 per share, which included 246,079 shares pursuant to the exercise of an option to purchase additional shares granted to the underwriters in connection with the offering. The offering resulted in $38.0 million of net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Warrants In connection with the amendment and restatement of a license agreement with BioHEP Technologies Ltd. (“BioHEP”) in February 2016, the Company issued a warrant to purchase 125,000 shares of the Company’s common stock to BioHEP (the “BioHEP Warrant”). The BioHEP Warrant had an exercise price of $16.00 per share and expired unexercised on August 1, 2018. The Company evaluated the terms of the warrant and concluded that it should be equity-classified. The fair value of the warrant, $0.8 million, was estimated on the issuance date using a Black-Scholes pricing model based on the following assumptions: an expected term of two and a half years, expected stock price volatility of 71%, a risk-free rate of 1.01%, and a dividend yield of 0%. The fair value was expensed as research and development costs. In connection with the Company’s IPO, the Company issued to the sole book-running manager for the IPO a warrant to purchase 27,600 shares of common stock in May 2016 and a warrant to purchase 747 shares of common stock in June 2016 (together, the “IPO Warrants”). The IPO Warrants are exercisable at an exercise price of $15.00 per share and expire on May 5, 2021. The Company evaluated the terms of the IPO Warrants and concluded that they should be equity-classified. The fair value of the May 2016 IPO Warrants was estimated on the applicable issuance dates using a Black-Scholes pricing model based on the following assumptions: an expected term of 4.99 years; expected stock price volatility of 87%; a risk-free rate of 1.20%; and a dividend yield of 0%. The fair value of the June 2016 IPO Warrants was estimated on the applicable issuance dates using a Black-Scholes pricing model based on the following assumptions: an expected term of 4.92 years; expected stock price volatility of 87%; a risk-free rate of 1.23%; and a dividend yield of 0%. The aggregate fair value of the IPO Warrants was approximately $0.2 million. In November 2016, the Company entered into a definitive agreement with respect to the private placement of 1,644,737 shares of common stock and warrants to purchase 1,644,737 shares of common stock (the “November 2016 Private Placement Warrants”) to a group of accredited investors. These investors paid $9.12 for each share of common stock and warrant to purchase one share of common stock. The November 2016 Private Placement Warrants are exercisable at an exercise price of $10.79 per share and expire on November 23, 2021. The Company evaluated the terms of these warrants and concluded that they are liability-classified. In November 2016, the Company recorded the fair value of these warrants of approximately $8.3 million using a Black-Scholes pricing model. The Company must recognize any change in the value of the warrant liability each reporting period in the statement of operations. As of June 30, 2019 and December 31, 2018, the fair value of the November 2016 Private Placement Warrants was approximately $0.8 million and $8.5 million, respectively (see Note 5). A summary of the Black-Scholes pricing model assumptions used to record the fair value of the warrants is as follows: June 30, 2019 December 31, 2018 Risk-free interest rate 1.7 % 2.5 % Expected term (in years) 2.4 2.9 Expected volatility 66.9 % 78.1 % Expected dividend yield 0 % 0 % A summary of the warrant activity for the six months ended June 30, 2019 and for the year ended December 31, 2018 is as follows: Warrants Outstanding at December 31, 2017 1,787,124 Grants — Exercises — Expirations/cancellations (125,000 ) Outstanding at December 31, 2018 1,662,124 Grants — Exercises — Expirations/cancellations — Outstanding at June 30, 2019 1,662,124 2014 Stock Incentive Plan In April 2014, the Company’s Board of Directors approved the 2014 Stock Incentive Plan (the “2014 Plan”) and authorized 750,000 shares of common stock to be issued under the 2014 Plan. The Company’s 2014 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants, and advisors. The Company’s 2015 Stock Incentive Plan (the “2015 Plan”) became effective immediately prior to the closing of the Company’s IPO on May 11, 2016. Upon the effectiveness of the 2015 Plan, 116,863 shares of common stock that remained available for grant under the 2014 Plan became available for grant under the 2015 Plan, and no further awards were available to be issued under the 2014 Plan. 2015 Stock Incentive Plan and Amended and Restated 2015 Stock Incentive Plan The Company’s Board of Directors initially adopted the 2015 Plan in December 2015, subject to stockholder approval, and authorized 750,000 shares of Common Stock to be issued under the 2015 Plan. The 2015 Plan became effective upon the closing of the Company’s IPO on May 11, 2016 after approval by the Company’s stockholders. The 2015 Plan provides for the issuance of common stock, stock options and other stock-based awards to employees, officers, directors, consultants and advisors of the Company. In June 2018, upon receipt of stockholder approval at the Company’s 2018 annual meeting, the 2015 Plan was amended and restated in its entirety increasing the authorized number of shares of common stock reserved for issuance by 800,000 shares (together with the 2014 Plan, the 2015 Plan, the “Stock Incentive Plans”). The Board approved the Amended and Restated 2015 Plan on March 9, 2018. Pursuant to the Amended and Restated 2015 Plan, there are 1,666,863 shares authorized for issuance. In addition, to the extent any outstanding awards under the 2014 Plan expire, terminate or are otherwise surrendered, cancelled or forfeited after the closing of the Company’s IPO, those shares are added to the authorized shares under the Amended and Restated 2015 Plan. The total amount of shares authorized for issuance under both the 2014 Plan and the Amended and Restated 2015 Plan is 2,300,000. As of June 30, 2019, the Company had 404,331 shares available for issuance under the Amended and Restated 2015 Plan. The exercise price of stock options cannot be less than the fair value of the common stock on the date of grant. Stock options awarded under the Stock Incentive Plans expire 10 years after the grant date, unless the Board sets a shorter term. There were no stock options granted prior to 2015. The following table summarizes the option activity under the Stock Incentive Plans for the six months ended June 30, 2019 and the year ended December 31, 2018: Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value Options outstanding at December 31, 2017 988,565 $ 10.83 $ 2,617,859 Granted 311,000 12.28 — Exercised — — — Cancelled — — — Outstanding at December 31, 2018 1,299,565 11.18 881,385 Granted 343,000 10.37 — Exercised — — — Cancelled (17,750 ) 14.28 — Options outstanding at June 30, 2019 1,624,815 $ 10.97 $ — Options exercisable at June 30, 2019 952,547 $ 11.28 $ — As of June 30, 2019, all options outstanding have a weighted-average remaining contractual life of 7.6 years. The weighted-average fair value of all stock options granted for the six months ended June 30, 2019 was $7.30. Intrinsic value at June 30, 2019 and December 31, 2018 is based on the closing price of the Company’s common stock on that date of $3.69 per share and $10.39 per share, respectively. In January 2018, the Company issued a stock option award as an inducement grant for the purchase of an aggregate of 50,000 shares of the Company’s common stock, outside of the Stock Incentive Plans, at an exercise price of $12.02 per share. In February 2019, the Company issued a stock option award as an inducement grant for the purchase of an aggregate of 40,000 shares of the Company’s common stock, outside of the Stock Incentive Plans, at an exercise price of $10.39 per share. These inducement grants are excluded from the option activity table above. The assumptions the Company used to determine the fair value of stock options granted to employees and directors during the six months ended June 30, 2019 and 2018 are as follows, presented on a weighted-average basis: Six Months Ended June 30, 2019 2018 Risk-free interest rate 2.6 % 2.5 % Expected term (in years) 6.0 5.9 Expected volatility 81.1 % 82.6 % Expected dividend yield 0 % 0 % Performance-Based Restricted Stock Units In January 2019, the Company issued performance-based restricted stock units (“RSUs”) to senior management under the 2015 Plan that represent shares potentially issuable in the future subject to the satisfaction of certain performance milestones as well as a service condition The Company estimates the fair value of market-based RSUs at the date of grant using a Monte Carlo valuation methodology and amortizes those fair values over the requisite service period for each separately vesting tranche of the award. The Monte Carlo methodology that the Company uses to estimate the fair value of market-based RSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based RSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria. The Company estimates the fair value of performance-based RSUs at the date of grant using the fair value method and the probability that the specified performance criteria will be met. Each quarter the Company updates its assessment of the probability that the specified performance criteria will be achieved and adjusts its estimate of the fair value of the performance-based RSUs, if necessary. The Company amortizes the fair values of performance-based RSUs over the requisite service period for each separately vesting tranche of the award. As of June 30, 2019, the Company estimates that it is currently probable that it will achieve the clinical milestones included in the PSU performance goals and has recognized the stock-based compensation expense for the RSUs issued as it relates to the milestone base performance goals. The total stock-based compensation recognized for the three and six months ended June 30, 2019 for the RSUs was approximately $189,000 and $347,000, respectively. The following table is a rollforward of performance-based restricted stock unit activity under the Stock Incentive Plans for the six months ended June 30, 2019: Restricted Stock Units Weighted-Average Grant Date Fair Value Total Nonvested Units at December 31, 2018 — $ — Granted 203,700 8.49 Exercised — — Vested — — Cancelled (17,900 ) 8.49 Total Nonvested Units at June 30, 2019 185,800 $ 8.49 There were no performance-based restricted stock units exercisable as of June 30, 2019. The assumptions used to determine the fair value of the performance-based restricted stock units granted to management during the six months ended June 30, 2019 for the performance goal milestone units is based on the market price of the award on the grant date, which was a weighted average fair value for the six months ended June 30, 2019 of $10.35 per share. The fair value of the performance-based restricted stock units granted to management in 2019 for the Company’s relative total share return units is based on the Monte Carlo Simulation method on the grant date, which the weighted average fair value as of the six months ended June 30, 2019 was $6.62 per share. Stock-Based Compensation The following table summarizes the Company’s stock-based compensation expense for the three and six months ended June 30, 2019 and 2018 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, Stock-based compensation: 2019 2018 2019 2018 Research and development $ 339 $ 213 $ 656 $ 414 General and administrative 702 480 1,357 935 Total Stock-based compensation $ 1,041 $ 693 $ 2,013 $ 1,349 The fair value of stock options vested during the six months ended June 30, 2019 was $1.9 million. At June 30, 2019, there was $5.2 million of unrecognized stock-based compensation expense relating to stock options granted pursuant to the Stock Incentive Plans, which will be recognized over the weighted-average remaining vesting period of 2.8 years. The expense recognized is partially dependent upon the Company’s estimate of the number of shares that will ultimately be issued. At June 30, 2019, there was $1.2 million of unrecognized stock-based compensation expense relating to performance-based restricted stock units granted pursuant to the Stock Incentive Plans, which will be recognized over the weighted-average remaining vesting period of 1.5 years. Reserved Shares As of June 30, 2019 and December 31, 2018, the Company reserved the following shares of common stock for issuance of shares resulting from exercise of outstanding warrants, options and performance-based restricted stock units, as well as issuance of shares available for grant under the Stock Incentive Plans: June 30, December 31, 2019 2018 2016 IPO warrants 28,347 28,347 November Private Placement Warrants 1,633,777 1,633,777 2015 Amended and Restated Stock Incentive Plan 2,214,946 2,238,887 Inducement Awards 90,000 50,000 Total 3,967,070 3,951,011 |