Stockholders' Equity (Deficit) | 9. Stockholders’ Equity (Deficit) 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 September 30, 2023 and December 31, 2022. 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 (deficit) 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 %. No July 2019 pre-funded warrants were exercised during the three months ended September 30, 2023. During the nine months ended September 30, 2023 , 361,260 of the July 2019 pre-funded warrants were exercised and as of September 30, 2023 pre-funded warrants to purchase 2,527,266 shares of our common stock from the July 2019 underwritten public offering were outstanding. As part of the May 2020 underwritten public offering, we issued and sold pre-funded warrants to purchase 2,866,961 shares of common stock in an underwritten public offering pursuant to a shelf registration on Form S-3. Additionally, as part of the December 2020 underwritten public offering, we issued and sold pre-funded warrants to purchase 2,040,816 shares of common stock in an underwritten public offering pursuant to a shelf registration on Form S-3. 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. No May 2020 or December 2020 pre-funded warrants were exercised during the three months ended September 30, 2023. During the nine months ended September 30, 2023 , 1,898,578 and 656,107 of the May 2020 and December 2020 pre-funded warrants, respectively, were exercised. As of September 30, 2023 , 968,383 and 1,384,709 of the pre-funded warrants to purchase shares of our common stock issued and sold as part of the May 2020 and December 2020 underwritten public offerings, respectively, were outstanding. ATM Facilities In November 2021, we entered into a sales agreement (the 2021 ATM Facility) with Cowen and Company, LLC (Cowen), which provides 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. The issuance and sale of these shares by us pursuant to the 2021 ATM Facility are deemed “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), and are registered under the Securities Act. We pay a commission of up to 3.0 % of gross sales proceeds of any common stock sold under the 2021 ATM Facility. During the nine months ended September 30, 2023 , we sold an aggregate of 147,930 shares of common stock under the 2021 ATM Facility, at an average price of $ 4.64 per share, for gross proceeds of $ 0.7 million and net proceeds of $ 0.6 million, after deducting commissions and other offering expenses payable by us. As of September 30, 2023 , $ 55.2 million of common stock remained available to be sold under the 2021 ATM Facility, subject to certain conditions as specified in the sales agreement. In November 2023, we entered into a sales agreement (the 2023 ATM Facility) with Cowen, which provides 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. The issuance and sale of these shares by us pursuant to the 2023 ATM Facility are deemed “at the market” offerings as defined in Rule 415 under the Securities Act, and we intend to file a registration statement on Form S-3 registering the offer and sale of these shares under the Securities Act (the 2023 Registration Statement). We pay a commission of up to 3.0 % of gross sales proceeds of any common stock sold under the 2023 ATM Facility. Upon the effectiveness of the 2023 Registration Statement, the 2021 ATM Facility will terminate, and no further sales will be made under the 2021 ATM Facility. Equity Incentive Plans Under the terms of the 2014 Equity Incentive Plan, as amended (the 2014 EIP), we may grant stock options, restricted stock awards (RSAs) and RSUs to employees, directors, consultants and other service providers. RSUs generally vest over three or four years . We have granted performance-based RSUs 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 RSUs that ultimately vests depends upon if 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. The fair value of performance-based RSUs is determined as the closing stock price on the date of grant. Stock options are granted at prices no less than 100 % of the estimated 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 estimated fair value of the shares on the date of grant. Options granted generally vest over three or four years and expire in seven to ten years . We have granted performance-based stock options to certain of our employees that provide for the issuance of a right to purchase a share of common stock if specified Company performance criteria related to product candidate partnerships are achieved. The vesting of performance-based stock options depends upon if and when the performance criteria are achieved, as well as the employee’s continuous service as defined in the 2014 EIP, through the date of vesting. As of September 30, 2023 , a total of 21,564,328 shares of common stock were reserved for issuance under the 2014 EIP, of which 3,549,685 shares were available for future grant and 18,014,643 shares were subject to outstanding options and RSUs, including performance-based awards. In February 2018, we adopted the 2018 Inducement Plan (the 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. As of September 30, 2023 , 4,847,270 shares of common stock were reserved for issuance under the Inducement Plan, of which 1,869,565 shares were available for future grant and 2,977,705 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, 2022 6,708,608 $ 10.61 Granted 5,472,166 $ 3.64 Forfeited ( 1,343,120 ) $ 8.52 Vested ( 2,375,066 ) $ 9.71 Balance as of September 30, 2023 8,462,588 $ 6.69 As of September 30, 2023 , there was $ 49.7 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted average period of 2.2 years. Stock Options The following is a summary of stock option activity under our 2014 EIP and Inducement Plan: Shares Weighted Average Weighted Average Aggregate Intrinsic Balance as of December 31, 2022 10,645,555 $ 16.88 6.4 $ 42 Granted 4,693,897 3.64 — — Exercised — — — — Forfeited or expired ( 2,809,692 ) 16.97 — — Balance as of September 30, 2023 12,529,760 $ 11.90 6.2 $ — Aggregate intrinsic value represents the difference between the closing stock price of our common stock on September 30, 2023 and the exercise price of outstanding, in-the-money options. As of September 30, 2023 , there was $ 23.4 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 2.1 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. Reserved Shares The following shares of common stock were reserved for future issuance under our equity incentive plans as of September 30, 2023: Total Shares 2014 Equity Incentive Plan 21,564,328 2018 Inducement Plan 4,847,270 2014 Employee Stock Purchase Plan 332,735 Total reserved shares of common stock 26,744,333 Stock-based Compensation Expense The following is a summary of stock-based compensation expense for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Research and development $ 6,758 $ 7,986 $ 20,723 $ 24,361 General and administrative 4,385 6,037 14,736 18,114 Total stock-based compensation expense $ 11,143 $ 14,023 $ 35,459 $ 42,475 |