Stockholders' Equity | Note 6. Stockholders’ Equity Capital Structure On December 1, 2016, the Company filed a shelf registration statement (the “2016 Shelf Registration Statement”) with the SEC for the issuance of common stock, preferred stock, warrants, rights, debt securities and units up to an aggregate amount of $150.0 million. On December 16, 2016, the 2016 Shelf Registration Statement was declared effective by the SEC. The 2016 Shelf Registration Statement is currently the Company’s only active shelf registration statement. After deducting shares already sold, there is approximately $77.5 million of securities that remain available for future issuance under the 2016 Shelf Registration as of the date of this filing. All of the securities issued by the Company in the transactions discussed in this note were registered under the 2016 Shelf Registration Statement. In March 2017, the Company completed an underwritten public offering of its common stock, whereby it sold 4,304,813 shares of its common stock at a public offering price of $3.74 per share. The Company received gross proceeds of approximately $16.1 million, of which net proceeds were approximately $14.8 million after deducting underwriting discounts and offering expenses. In October 2017, the Company entered into a sales agreement (the “Sales Agreement”) with SVB Leerink (formerly Leerink Partners LLC) ("Leerink"), pursuant to which the Company could sell up to $30 million in shares of its common stock from time to time through Leerink, acting as its sales agent, in one or more at-the-market offerings. In January 2019, the Company raised approximately $25.8 million in gross proceeds through the sale of 3,164,015 shares under the Sales Agreement, which resulted in utilizing the full $30.0 million facility. Upon completion of the final sale fully exhausting the $30 million of shares allowed to be sold, the Sales Agreement was automatically terminated. Leerink received a commission of 3.0% of the gross proceeds for all shares sold under the Sales Agreement. In December 2017, the Company completed a registered direct offering (the “2017 Registered Direct Offering”), whereby it sold an aggregate of $9.5 million worth of units (“Units”) at a purchase price of $5.325 per Unit with each Unit consisting of (i) one share of the Company’s common stock, and (ii) a warrant to purchase one share of the Company’s common stock at an exercise price equal to $5.25 per share (the “Common Warrants”). The Company sold an aggregate of 1,783,587 Units for gross proceeds of approximately $9.5 million and net proceeds of approximately $8.8 million, after deducting placement agent fees and offering expenses. Additionally, the Company issued 107,015 warrants at an exercise price of $6.652 per share to certain investors affiliated with H.C. Wainwright & Co., LLC, placement agent for the 2017 Registered Direct Offering (the “Placement Agent Warrants”). The Company incurred issuance costs associated with the 2017 Registered Direct Offering of $745,856, which included $81,000 related to issuance of the Placement Agent Warrants, of which, $583,768 was allocated to the common stock sold and was recorded as a reduction to equity. The remaining amount was allocated to the Common Warrants and was expensed. The Placement Agent Warrants had the same terms as the Common Warrants, except for the exercise price of $6.6562 per share. The Common Warrants priced at $5.25 and Placement Agent Warrants priced at $6.6562 utilized the 2016 Shelf Registration Statement for a total of $9.4 million and $712,313. Both the Common Warrants and the Placement Agent Warrants were not exercised and subsequently were terminated in December 2018. On September 27, 2018, the Company entered into a purchase agreement with certain institutional and accredited investors (collectively, the “RDO Investors”) for the sale by the Company directly to the RDO Investors of an aggregate of 2,966,667 shares of the Company’s common stock, at a purchase price of $3.00 per share (the “2018 Registered Direct Offering”), for gross proceeds of approximately $8.9 million. The 2018 Registered Direct Offering closed on October 1, 2018, and the Company received net proceeds of approximately $8.8 million, after deducting transaction expenses. The 2,966,667 shares of common stock sold in the 2018 Registered Direct Offering were offered and sold by the Company directly to the RDO Investors, without a placement agent, underwriter, broker or dealer. The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. The holders of shares of common stock are entitled to receive dividends, if and when declared by the board of directors. In the future, the Company may also periodically offer one or more of these securities in amounts, prices and terms to be announced when and if the securities are offered. At the time any of the securities covered by the 2016 Shelf Registration Statement are offered for sale, a prospectus supplement will be prepared and filed with the SEC containing specific information about the terms of any such offering . Equity Incentive Plans There were 3,943,048 shares available for the issuance of stock options or stock-based awards under the Company’s 2015 Omnibus Incentive Compensation Plan at March 31, 2019. Stock Options The following table sets forth the stock option activity for the three months ended March 31, 2019: Weighted Weighted average Aggregate Number average contractual intrinsic of shares exercise price term value Outstanding at December 31, 2018 2,283,036 $ 5.06 Granted 890,866 12.79 Exercised (52,819) 7.77 Forfeited (17,744) 3.96 Expired (3,130) 4.59 Outstanding at March 31, 2019 3,100,209 $ 7.24 8.2 $ 21,659,618 Vested and expected to vest at March 31, 2019 3,075,040 $ 7.29 8.2 $ 21,350,901 Exercisable at March 31, 2019 1,434,087 $ 5.78 6.8 $ 12,112,953 The fair value of each stock option grant is estimated on the date of grant using the Black‑Scholes option pricing model. The expected term of the Company’s stock options has been determined utilizing the “simplified” method as described in the SEC’s Staff Accounting Bulletin No. 107 relating to stock‑based compensation. The simplified method was chosen because the Company has limited historical option exercise experience due to its short operating history. The risk‑free interest rate is based on the U.S. Treasury yield in effect at the time of grant for a period approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the Company’s expected term assumption. The weighted average grant date fair value of options granted was $9.54 and $1.92 per option for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $9.9 million of total unrecognized compensation cost related to non‑vested stock options which is expected to be recognized over a weighted average period of 3.5 years. These amounts do not include 38,024 options outstanding as of March 31, 2019, which are performance‑based and vest upon the achievement of certain corporate milestones. The total intrinsic value of options exercised (the difference in the market price of the Company’s common stock on the exercise date and the price paid by the optionee to exercise the option) was approximately $0.2 million for the three months ended March 31, 2019. There were no options exercised for the three months ended March 31, 2018. Stock‑based compensation expense recognized for the three months ended March 31, 2019 and 2018 was allocated as follows: Three months ended March 31, 2019 2018 Research and development $ 101,701 $ 90,797 General and administrative 1,154,609 443,773 Total $ 1,256,310 $ 534,570 Performance‑Based Awards The Company did not issue any performance-based awards during the three months ended March 31, 2019 and 2018. For awards granted with performance conditions, no expense will be recognized, and no measurement date can occur, until the occurrence of the event is probable. For the three months ended March 31, 2019, the Company recognized expense of $13,487 and for the three months ended March 31, 2018, Company recognized income of $9,415, related to performance‑based awards. Warrants The following table summarizes warrant activity for the three months ended March 31, 2019: Weighted average Warrants exercise price Outstanding at December 31, 2018 123,037 $ 6.35 Issued 58,332 8.10 Exercised — — Outstanding at March 31, 2019 181,369 $ 6.91 Warrants associated with 2017 Registered Direct Offering The change in the fair value of warrant liability for the quarter ended March 31, 2018 was $2,673,000. This relates to the Company’s 2017 Registered Direct Offering. As described in further detail in Note 6 – Stockholders’ Equity, the Company issued Common Warrants to certain investors to purchase an aggregate of 1,783,587 shares of its common stock. The Common Warrants were exercisable at $5.25 per share and expired on December 11, 2018. Additionally, as part of the 2017 Registered Direct Offering, the Company issued warrants Placement Agent Warrants to certain investors affiliated with H.C. Wainwright & Co., LLC, the placement agent in the 2017 Registered Direct Offering to purchase an aggregate of 107,015 shares of its common stock. The Placement Agent Warrants were exercisable at $6.6562 and expired on December 11, 2018. The Common Warrants and Placement Agent Warrants were analyzed and it was determined that they required liability treatment. Under ASC 815, Derivatives and Hedging , registered common stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classified these derivative warrant liabilities on the consolidated balance sheet as a current liability and the change in fair value of the warrant liability was reported on the statement of operations. The fair value of the Common Warrants at March 31, 2018 and December 31, 2017 was determined to be approximately $115,000 and $2,683,000, respectively, as calculated using Black-Scholes with the following assumptions: (1) stock price of $2.45 and $5.60, respectively; (2) a risk-free rate of 1.99% and 1.76%, respectively; and (3) an expected volatility of 63% and 62%, respectively. The change in the fair value between December 31, 2017 and March 31, 2018 is reported as a change in fair value of the warrant liability on the statement of operations. The fair value of the Placement Agent Warrants at March 31, 2018 and December 31, 2017 were determined to be approximately $3,000 and $108,000, respectively, as calculated using Black-Scholes with the following assumptions: (1) stock price of $2.45 and $5.60, respectively; (2) a risk-free rate of 1.99% and 1.76%, respectively; and (3) an expected volatility of 63% and 62%, respectively. The change in the fair value between December 31, 2017 and March 31, 2018 is reported as a change in fair value of the warrant liability on the statement of operations. |