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, 2023 and 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 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 (the 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 %. During the year ended December 31, 2023, 361,260 of the July 2019 pre-funded warrants were exercised, and, as of December 31, 2023, pre-funded warrants to purchase 2,527,266 shares of our common stock from the July 2019 offering were outstanding. In May 2020, we issued and sold 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. In December 2020, we issued and sold 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 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. During the year ended December 31, 2023, 1,898,578 and 656,107 of the May 2020 and December 2020 pre-funded warrants, respectively, were exercised. As of December 31, 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. In January 2024, we issued and sold pre-funded warrants to purchase 27,272,727 shares of common stock at a price of $ 0.5499 per warrant in a registered direct offering pursuant to a shelf registration on Form S-3. The gross proceeds from this sale were $ 15.0 million, resulting in net proceeds of $ 14.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each of the January 2024 pre-funded warrants issued entitles the holder to purchase one share of common stock at an exercise price of $ 0.0001 per share, with no expiration date. 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 %. ATM Facilities In the past three years, we have entered into two separate sales agreements with Cowen and Company, LLC (Cowen): in November 2021 (the 2021 ATM Facility) and in November 2023 (the 2023 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. We filed a registration statement on Form S-3 registering the offer and sale of these shares under the Securities Act (the 2023 Registration Statement). Upon the effectiveness of the 2023 Registration Statement, the 2021 ATM Facility was terminated, and no further sales can be made under the 2021 ATM Facility. 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 year ended December 31, 2022, we sold an aggregate of 1,618,672 shares of common stock under the ATM facilities, 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. During the year ended December 31, 2023 , we sold an aggregate of 3,038,432 shares of common stock under the ATM facilities, at an average price of $ 0.83 per share, for gross proceeds of $ 2.5 million and net proceeds of $ 2.2 million, after deducting commissions and other offering expenses payable by us. Approximately $ 0.1 million of the $ 2.2 million net proceeds were received on January 2, 2024. As of December 31, 2023, we had $ 98.2 million of common stock remaining and available to be sold under the 2023 ATM Facility. From January 1, 2024 through March 15, 2024, we sold an additional 12,321,365 shares of common stock under the 2023 ATM Facility, at an average price of $ 0.77 per share, for gross proceeds of $ 9.5 million and net proceeds of $ 9.3 million, after deducting commissions and other offering expenses payable by us. As of March 15, 2024, we had $ 88.7 million of common stock remaining and available to be sold under the 2023 ATM Facility, subject to certain conditions as specified in the agreement. 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 two to four years. The fair value of RSUs, including those with performance conditions, is determined as the closing stock price on the date of grant. The 2014 EIP expires March 31, 2024, after which no new awards can be granted. All awards granted prior to the 2014 EIP expiration continue to remain outstanding and governed in accordance with the rules set forth in the 2014 EIP and the terms of the associated grant notice. 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. 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 two to 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 were achieved and the awards were subsequently forfeited. As of December 31, 2023 , a total of 20,326,356 shares of common stock were reserved for issuance under the 2014 EIP, of which 5,714,772 shares were available for future grant and 14,611,584 shares were subject to outstanding options and RSUs, including performance-based awards. As of December 31, 2023 , 4,773,147 shares of common stock were reserved for issuance under the Inducement Plan, of which 2,397,366 shares were available for future grant and 2,375,781 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 5,635,916 $ 3.57 Forfeited ( 2,388,808 ) $ 7.91 Vested ( 3,688,003 ) $ 8.89 Balance as of December 31, 2023 6,267,713 $ 6.32 The weighted average grant date fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $ 3.57 and $ 8.26 , respectively. The estimated fair value of RSUs that vested in the years ended December 31, 2023 and 2022 was $ 32.8 million and $ 34.4 million, respectively. As of December 31, 2023 , there was $ 35.9 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted average period of 2.0 years. The aggregate intrinsic value of the RSUs outstanding as of December 31, 2023 was $ 3.2 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 2023 , we settled 3,688,003 shares underlying RSUs, of which 51,244 shares underlying RSUs were net settled by withholding 18,203 shares. The value of the shares underlying RSUs withheld was $ 0.1 million, based on the closing price of our common stock on the settlement date. 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. 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, 2022 10,645,555 $ 16.88 6.4 $ 42 Granted 4,693,897 3.64 Exercised — — Forfeited or expired ( 4,619,801 ) 15.60 Balance as of December 31, 2023 10,719,651 $ 11.63 6.5 $ — Vested and expected to vest as of 10,719,651 $ 11.63 6.5 $ — Exercisable as of December 31, 2023 6,389,752 $ 15.40 5.1 $ — Aggregate intrinsic value represents the difference between the closing stock price of our common stock on December 31, 2023 and the exercise price of outstanding, in-the-money options. As of December 31, 2023 , there was $ 16.6 million of unrecognized stock-based compensation expense related to stock options that is expected to be recognized over a weighted average period of 1.9 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. No options for shares of our common stock were exercised during the year ended December 31, 2023 . Options for 15,989 shares of our common stock were exercised during the year ended December 31, 2022, with an intrinsic value of $ 0.1 million. 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, 2023 2022 Assumptions: Expected term (years) 5.80 6.0 Expected volatility 83.9 % 73.2 % Risk-free interest rate 4.2 % 2.1 % Expected dividend yield 0.0 % 0.0 % Fair Value: Weighted-average estimated grant date fair value per share $ 2.62 $ 5.88 Options granted 4,693,897 3,615,971 Total estimated grant date fair value $ 12,298,010 $ 21,261,909 The estimated fair value of stock options that vested in the years ended December 31, 2023 and 2022 was $ 17.0 million and $ 23.2 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. We recorded $ 0.7 million and $ 1.1 million of expense related to the 2014 ESPP in the years ended December 31, 2023 and 2022 , respectively. A total of 896,246 and 417,081 shares were purchased under the ESPP during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 , there was $ 0.1 million of unrecognized stock-based compensation expense related to the ESPP that is expected to be recognized by the end of second quarter of 2024. 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, 2023 , there were 2,279,049 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, 2023: Total Shares Reserved 2014 Equity Incentive Plan 20,326,356 2018 Inducement Plan 4,773,147 2014 Employee Stock Purchase Plan 10,593 Total reserved shares of common stock 25,110,096 Stock-based Compensation Expense The following is a summary of stock-based compensation expense for the periods presented: Year Ended December 31, 2023 2022 (in thousands) Research and development $ 26,529 $ 31,363 General and administrative 18,857 22,475 Total stock-based compensation expense $ 45,386 $ 53,838 |