Stockholders' Equity | 11. Stockholders’ Equity Our authorized capital stock consists of 520,000,000 shares, all with a par value of $ 0.0001 per share, of which 500,000,000 shares are designated as common stock and 20,000,000 shares are designated as preferred stock. There were no shares of preferred stock outstanding as of December 31, 2022 and 2021. Equity Offerings As part of our July 2019 underwritten public offering, we issued and sold pre-funded warrants to purchase 2,945,026 shares of common stock in an underwritten public offering pursuant to a shelf registration on Form S-3. Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price of $ 0.0001 per share and expires seven years from the date of issuance. These warrants were recorded as a component of stockholders’ equity within additional paid-in capital. Per the terms of the warrant agreement, a holder of the outstanding warrants is not entitled to exercise any portion of any pre-funded warrant if, upon exercise of the warrant, the holder’s ownership (together with its affiliates) of our common stock or combined voting power of our securities beneficially owned by such holder (together with its affiliates) would exceed 9.99 % after giving effect to the exercise (“Maximum Ownership Percentage”). Upon at least 61 days’ prior notice to us by the holder, any holder may increase or decrease the Maximum Ownership Percentage to any other percentage not to exceed 19.99 %. As of December 31, 2022, pre-funded warrants to purchase 2,888,526 shares of our common stock from the July 2019 offering were outstanding. In the second quarter of 2020, we issued and sold 12,633,039 shares of common stock at a public offering price of $ 11.32 per share and pre-funded warrants to purchase 2,866,961 shares of common stock at a public offering price of $ 11.3199 per warrant in an underwritten public offering pursuant to a shelf registration on Form S-3. We granted the underwriters an option to purchase up to 2,325,000 additional shares of our common stock at a public offering price of $ 11.32 , less underwriting discounts and commissions. The full option was exercised by the underwriters in June 2020. The gross proceeds from this public offering were $ 201.8 million, resulting in net proceeds of $ 189.3 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In December 2020, we issued and sold 5,102,041 shares of common stock at a public offering price of $ 24.50 per share and pre-funded warrants to purchase 2,040,816 shares of common stock at a public offering price of $ 24.4999 per warrant in an underwritten public offering pursuant to a shelf registration on Form S-3. The gross proceeds from this public offering were $ 175.0 million, resulting in net proceeds of $ 164.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The terms of the pre-funded warrants issued and sold as part of the 2020 public offerings were similar to those issued and sold in 2019. As of December 31, 2022, all of the pre-funded warrants issued and sold as part of the 2020 underwritten public offerings were outstanding. ATM Facilities In the past three years, we have entered into two separate sales agreements with Cowen and Company, LLC (Cowen): in February 2020 (the “2020 ATM Facility”) and in November 2021 (the “2021 ATM Facility”). Each ATM facility provides or provided for the sale, in our sole discretion, of shares of our common stock having an aggregate offering price of up to $ 100.0 million, through Cowen, as our sales agent and the 2021 ATM Facility did not replace the 2020 ATM Facility in any way. The issuance and sale of these shares by us pursuant to the ATM facilities are deemed “at the market” offerings defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), and were registered under the Securities Act. Commissions of up to 3.0 % are due on the gross sales proceeds of the common stock sold under each ATM facility. During the fiscal year ended December 31, 2021, we sold an aggregate of 6,240,601 shares of common stock under the ATM facilities, at an average price of $ 16.23 per share, for gross proceeds of $ 101.3 million and net proceeds of $ 98.9 million, after deducting commissions and other offering expenses payable by us. During the year ended December 31, 2022, we sold an aggregate of 1,618,672 shares of common stock under the 2021 ATM Facility, at an average price of $ 13.84 per share, for gross proceeds of $ 22.4 million and net proceeds of $ 22.0 million, after deducting commissions and other offering expenses payable by us. As of December 31, 2022 , we had fully utilized the 2020 ATM Facility and we had $ 55.9 million of common stock remaining and available to be sold under the 2021 ATM Facility. Equity Incentive Plans In March 2014, we adopted the 2014 Equity Incentive Plan (“2014 EIP”), which was amended and restated on October 15, 2014 upon the pricing of our initial public offering (“IPO”). The 2014 EIP provides for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with 2015 and ending in 2024, equal to five percent of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by our board of directors. Under the terms of the 2014 EIP, we may grant stock options, RSAs and RSUs to employees, directors, consultants and other service providers. RSUs generally vest over four years . The fair value of RSUs, including those with performance conditions, is determined as the closing stock price on the date of grant. In February 2018, we adopted the 2018 Inducement Plan (“Inducement Plan”), under which we may grant options, stock appreciation rights, RSAs and RSUs to new employees. In November 2020, September 2021 and June 2022, we amended the Inducement Plan to reserve an additional 1,500,000 shares of the Company’s common stock for issuance under the Inducement Plan in each case. In 2020, we granted performance-based awards to certain of our employees that provide for the issuance of common stock if specified Company performance criteria related to our clinical programs are achieved. The number of performance-based awards that ultimately vests depends upon if, when and which performance criteria are achieved, as well as the employee’s continuous service, as defined in the 2014 EIP, through the date of vesting. None of the performance criteria were achieved by the required deadlines set forth in the award agreements and they were subsequently forfeited. Stock options are granted with exercise prices at no less than 100 % of the fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an option granted to a 10% shareholder cannot be less than 110% of the fair value of the shares on the date of grant. The estimated fair value of the shares is generally equal to the closing market price of the Company’s common stock on the measurement date. Options granted generally vest over four years and expire in seven to ten years . In 2022, we granted performance-based stock options to certain of our employees that provide for the issuance of stock options to purchase common stock if specified Company performance criteria related to business development initiatives are achieved. The number of performance-based awards that ultimately vests depends upon if performance criteria are achieved within a specified timeline, as well as the employee’s continuous service, as defined in the 2014 EIP, through the date of vesting. None of the performance criteria have been achieved as of December 31, 2022 and the amount of outstanding awards is not material. As of December 31, 2022, a total of 18,781,047 shares of common stock were reserved for issuance under the 2014 EIP, of which 4,702,072 shares were available for future grant and 14,078,975 shares were subject to outstanding options and RSUs, including performance-based awards. As of December 31, 2022, 5,191,916 shares of common stock were reserved for issuance under the Inducement Plan, of which 1,916,728 shares were available for future grant and 3,275,188 shares were subject to outstanding options and RSUs. Restricted Stock Units The following is a summary of RSU activity under our 2014 EIP and Inducement Plan: RSUs Shares Weighted Balance as of December 31, 2021 5,592,358 $ 16.22 Granted 5,947,417 $ 8.26 Forfeited ( 2,583,871 ) $ 13.27 Vested ( 2,247,296 ) $ 15.29 Balance as of December 31, 2022 6,708,608 $ 10.61 The weighted average grant date fair value of RSUs granted during the years ended December 31, 2022, 2021 and 2020 was $ 8.26 , $ 16.42 and $ 12.19 , respectively. The estimated fair value of RSUs that vested in the years ended December 31, 2022, 2021 and 2020 was $ 34.4 million, $ 27.1 million and $ 23.6 million, respectively. As of December 31, 2022, there was $ 63.5 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted average period of 2.5 years. The aggregate intrinsic value of the RSUs outstanding as of December 31, 2022 was $ 22.0 million. Under our RSU settlement procedures, for some of the RSUs granted to our employees, we withhold shares at settlement to cover the estimated payroll withholding tax obligations. During 2022 , we settled 2,247,296 shares underlying RSUs, of which 114,444 shares underlying RSUs were net settled by withholding 43,524 shares. The value of the shares underlying RSUs withheld was $ 0.6 million, based on the closing price of our common stock on the settlement date. During 2021 , we settled 1,553,893 shares underlying RSUs, of which 154,341 shares underlying RSUs were net settled by withholding 61,385 shares. The value of the shares underlying RSUs withheld was $ 1.2 million, based on the closing price of our common stock on the settlement date. The value of RSUs withheld in each period was remitted to the appropriate taxing authorities and has been reflected as a financing activity in our consolidated statements of cash flows. Stock Options The following is a summary of stock option activity under our 2014 EIP and Inducement Plan: Shares Weighted Average Exercise Price Weighted Average Aggregate Balance as of December 31, 2021 9,219,837 $ 20.81 6.4 $ 12,810 Granted 3,615,971 9.06 Exercised ( 15,989 ) 8.96 Forfeited or expired ( 2,174,264 ) 20.62 Balance as of December 31, 2022 10,645,555 $ 16.88 6.4 $ 42 Vested and expected to vest as of 10,645,555 $ 16.88 6.4 $ 42 Exercisable as of December 31, 2022 6,061,634 $ 21.21 4.7 $ — Aggregate intrinsic value represents the difference between the closing stock price of our common stock on December 31, 2022 and the exercise price of outstanding, in-the-money options. As of December 31, 2022 , there was $ 29.2 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 2.4 years. This excludes unrecognized stock-based compensation expense for performance-based stock options that were deemed not probable of vesting in accordance with U.S. GAAP. Options for 15,989 , 246,867 , and 268,938 shares of our common stock were exercised during the years ended December 31, 2022, 2021 and 2020 , with an intrinsic value of $ 0.1 million, $ 0.8 million and $ 1.0 million, respectively. As we believe it is more likely than not that no stock option related tax benefits will be realized, we do no t record any net tax benefits related to exercised options. The fair value of each option issued was estimated at the date of grant using the Black-Scholes valuation model. The following table summarizes the weighted-average assumptions used as inputs to the Black-Scholes model and resulting weighted-average grant date fair values of stock options granted during the periods indicated: Year ended December 31, 2022 2021 2020 Assumptions: Expected term (years) 6.0 6.0 6.0 Expected volatility 73.2 % 75.9 % 76.8 % Risk-free interest rate 2.1 % 0.9 % 0.8 % Expected dividend yield 0.0 % 0.0 % 0.0 % Fair Value: Weighted-average estimated grant date fair value per share $ 5.88 $ 10.52 $ 7.96 Options granted 3,615,971 2,643,378 2,641,125 Total estimated grant date fair value $ 21,261,909 $ 27,808,000 $ 21,023,000 The estimated fair value of stock options that vested in the years ended December 31, 2022, 2021 and 2020 was $ 23.2 million, $ 26.6 million and $ 29.4 million, respectively. Employee Stock Purchase Plan In May 2014, we adopted the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on October 15, 2014 upon the pricing of our IPO. The 2014 ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Eligible employees can purchase shares of the Company’s common stock at 85 % of the lower of the fair market value of the common stock at (i) the beginning of the offering period or (ii) at the end of the purchase period. The Company recorded $ 1.1 million, $ 1.7 million and $ 1.8 million of expense related to the 2014 ESPP in the years ended December 31, 2022, 2021 and 2020 , respectively. A total of 417,081 , 319,190 and 282,514 shares were purchased under the ESPP during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 , there was $ 0.4 million of unrecognized stock-based compensation expense related to the ESPP that is expected to be recognized by the end of second quarter of 2023. The 2014 ESPP provides for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with 2015 and ending in 2024, equal to the lower of (i) one percent of the number of shares of our common stock outstanding as of such date, (ii) 230,769 shares of our common stock, or (iii) a lesser number of shares as determined by our board of directors. As of December 31, 2022 , there were 2,048,280 shares authorized under the 2014 ESPP. Reserved Shares The following shares of common stock were reserved for future issuance under our equity incentive plans as of December 31, 2022: Total Shares Reserved 2014 Equity Incentive Plan 18,781,047 2018 Inducement Plan 5,191,916 2014 Employee Stock Purchase Plan 676,070 Total reserved shares of common stock 24,649,033 Stock-based Compensation Expense Total stock-based compensation expense related to all stock awards was as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Research and development $ 31,363 $ 32,063 $ 31,527 General and administrative 22,475 21,802 19,824 Total stock-based compensation expense $ 53,838 $ 53,865 $ 51,351 |