Stockholders' Equity And Stock-Based Compensation | 6. Stockholders’ Equity and Stock-Based Compensation Preferred Stock The Company has authorized a total of 50,000,000 shares of preferred stock, par value $ 0.001 per share, no ne of which were outstanding at December 31, 2020 and 2019. The Company’s Board of Directors (the Board) has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, without any further vote or action by the Company’s stockholders. Common Stock The Company has authorized a total of 500,000,000 shares of common stock, par value $ 0.001 per share. Rights Offerings 2018 Rights Offering On October 25, 2018, the Company commenced a rights offering pursuant to which stockholders of record as of November 19, 2018, were issued, at no charge, one subscription right for each share of common stock then outstanding. Each right entitled the holder to purchase 0.19860755 share of the Company’s common stock for $ 12.57 per share (2018 Rights Offering). Stockholders who exercised their rights in full were also permitted an over-subscription right to purchase additional shares of common stock that remained unsubscribed at the expiration of the 2018 Rights Offering, subject to the availability of shares and a pro rata allocation of shares among persons exercising the oversubscription right. Upon the closing of the 2018 Rights Offering on December 6, 2018, the 2018 Rights Offering was oversubscribed. A total of 3,581,148 shares of the Company’s common stock were issued and sold in the 2018 Rights Offering for net proceeds of approximately $ 44.8 million. Robert W. Duggan, the Company’s Chairman of the Board of Directors and the beneficial owner of approximately 35 % of the Company’s outstanding common stock prior to the 2018 Rights Offering, participated in the 2018 Rights Offering and purchased an aggregate of 3,146,226 shares for an additional investment of approximately $ 39.5 million. 2020 Rights Offering During June 2020, the Company completed a rights offering to purchase up to $ 30 million of units, each unit consisting of one share of the Company’s common stock, par value $ 0.001 per share, and 0.15 warrants to purchase shares of common stock (the Units) at a price of $ 7.01 per Unit (2020 Rights Offering). The common stock and warrants comprising the Units separated upon the closing of the 2020 Rights Offering and were issued separately. A total of 4,279,600 shares of common stock and 641,571 warrants (Rights Offering Warrant) were issued and sold in the 2020 Rights Offering for net proceeds of approximately $ 29.4 million. Each warrant is exercisable for one share of the Company’s common stock at an exercise price equal to $ 7.01 , the subscription price for the Units. The Rights Offering Warrants are exercisable immediately and expire on the fifth anniversary of the completion of the 2020 Rights Offering, or June 16, 2025. The Rights Offering Warrants are subject to redemption by the Company for $ 0.01 per warrant, with not less than 30 days written notice, if the volume weighted average price of our common stock equals or exceeds 200 % of the exercise price for the Rights Offering Warrants for 10 consecutive trading days, provided that the Company may not redeem the warrants prior to December 16, 2020, six months after the issuance date. Robert W. Duggan, the Company’s Chairman of the Board of Directors and the beneficial owner of approximately 43 % of the Company’s outstanding common stock prior to the 2020 Rights Offering, participated in the 2020 Rights Offering and purchased an aggregate of 2,561,873 Units. After giving effect to the 2020 Rights Offering, Mr. Duggan is the beneficial owner of approximately 47 % of the Company’s outstanding common stock as of December 31, 2020. Common Stock Warrants In connection with a private placement offering of the Company’s shares of common stock, par value $0.001 per share in 2014, the Company issued warrants as compensation to the placement agent to purchase a total of 299,625 shares of its common stock at a price of $ 2.67 per share (Private Placement Warrants). The Private Placement Warrants are exercisable for a period of seven years . As of December 31, 2020, there were a total of 46,238 of Private Placement Warrants outstanding. In connection with the closing of the Company’s initial public offering in 2016, the Company issued warrants as compensation to its underwriters, as representatives of the underwriters of its initial public offering to purchase a total of 574,985 shares of its common stock at a price of $ 5.00 per share (IPO Warrants). The IPO Warrants are exercisable for a period of five years . As of December 31, 2020, there were a total of 85,385 of the IPO Warrants outstanding . In connection with the 2020 Rights Offering, the Company issued warrants to purchase a total of 641,571 shares of its common stock at an exercise price of $ 7.01 . As of December 31, 2020, there were a total of 480,687 of the Rights Offering Warrants outstanding. On December 31, 2020 the Company met the requirements for redemption of these warrants and delivered a notice of redemption to redeem all of the outstanding warrants that remain unexercised at February 5, 2021, for the redemption price of $ 0.01 per warrant. Pursuant to the redemption, the Company redeemed 5,139 warrants. Prior to the February 5, 2021 redemption date, 636,432 warrants were exercised, generating approximately $ 4.5 million of total gross proceeds to the Company, of which $ 4.2 million was received subsequent to December 31, 2020 and is therefore not included in the cash and cash equivalents balance on the consolidated balance sheet as of December 31, 2020. A summary of total warrants activity for the year ended December 31, 2020 is presented below: Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2019 167,847 $ 4.36 1.28 Issued 641,571 7.01 Exercised ( 197,108 ) 6.64 Expired — — Warrants outstanding and exercisable at December 31, 2020 612,310 $ 6.40 0.26 During the year ended December 31, 2020, IPO Warrants to purchase 36,224 shares of common stock were net exercised, resulting in the issuance of 26,063 shares of common stock. The intrinsic value of exercisable in-the-money stock warrants was approximately $ 10.7 million as of December 31, 2020 . Equity Plans 2017 Equity Incentive Plan and 2017 Inducement Equity Incentive Plan The Board previously adopted, and the Company’s stockholders approved, the Company’s 2017 Equity Incentive Plan (the 2017 Plan). The 2017 Plan has a 10 -year term, and provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to employees, directors and consultants of the Company and any parent or subsidiary of the Company, as the Compensation Committee of the Board may determine. The 2017 Plan is administered by the Board’s Compensation Committee. Subject to an annual evergreen increase and adjustment in the case of certain capitalization events, the Company initially reserved 1,500,000 shares of the Company’s common stock for issuance pursuant to awards under the 2017 Plan. In addition, shares remaining available under the Company’s 2015 Equity Incentive Plan, as amended (2015 Plan), and shares reserved but not issued pursuant to outstanding equity awards that expire or terminate without being exercised or that are forfeited or repurchased by the Company will be added to the shares of common stock available for issuance under the 2017 Plan. Effective January 1, 2020 and 2019, the number of shares of common stock available under the 2017 Plan increased by 833,018 and 823,716 shares, respectively, pursuant to the evergreen provision of the 2017 Plan. Under the evergreen provision of the 2017 Plan, the share increase is determined based on the least of (i) 1,200,000 shares, (ii) 4 % of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Board. As of December 31, 2020, 465,899 shares of common stock remained available for issuance under the 2017 Plan. During November 2017, the Board of the Company adopted the 2017 Inducement Equity Incentive Plan (Inducement Plan) and reserved 1,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan was adopted without stockholder approval. The Inducement Plan has a 10 -year term and provides for the grant of equity-based awards, including non-statutory stock options, RSUs, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the 2017 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan. Options issued under the Inducement Plan may have a term up to ten years and have variable vesting provisions. New hire grants generally vest 25 % annually over four years . Equity-based awards issued under the Inducement Plan are only issuable to individuals not previously engaged as employees or non-employee directors of the Company prior to the Inducement Plan’s adoption date. As of December 31, 2020, 11,158 shares of common stock were available for issuance under the Inducement Plan. Certain stock options awarded to the Company’s executives and other key employees contain performance conditions related to certain financial measures and achievements of strategic/operational milestones (performance options). As of December 31, 2020, not all of the performance conditions are probable to be achieved. Compensation expense has only been recognized for those conditions that are assumed to be probable. 2017 Employee Stock Purchase Plan The Board previously adopted and the stockholders approved the Company’s 2017 Employee Stock Purchase Plan (the 2017 ESPP). The 2017 ESPP is a broad-based plan that provides employees of the Company and its designated affiliates with the opportunity to become stockholders through periodic payroll deductions that are applied towards the purchase of Company common shares at a discount from the then-current market price. Subject to adjustment in the case of certain capitalization events, a total of 250,000 common shares of the Company were available for purchase at adoption of the 2017 ESPP. At meetings in February 2020 and January 2019, the Board determined not to increase the number of shares of common stock available under the 2017 ESPP pursuant to the evergreen provision of the 2017 ESPP. Pursuant to the 2017 ESPP, the annual share increase pursuant to the evergreen provision is determined based on the least of (i) 450,000 shares, (ii) 1.5 % of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Board. During the year ended December 31, 2020 and 2019, the Company issued 82,971 and 38,279 shares of common stock under the 2017 ESPP, respectively. As of December 31, 2020, 357,224 shares of common stock remained available for issuance under the 2017 ESPP. A summary of stock option activity under the 2015 Plan, 2017 Plan and Inducement Plan for the year ended December 31, 2020 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life (in Years) Balances - December 31, 2019 3,749,186 $ 16.18 7.90 Options granted 1,973,810 10.19 Options exercised ( 175,066 ) 5.07 Options canceled ( 351,234 ) 12.71 Options expired ( 157,502 ) 23.64 Balances - December 31, 2020 5,039,194 $ 14.26 7.83 Stock options exercisable at December 31, 2020 2,552,230 $ 17.03 6.60 The intrinsic value of stock options exercised during the year ended December 31, 2020, 2019 and 2018 was $ 1.6 million, $ 1.0 million, and $ 1.8 million, respectively. The fair value of employee stock options was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Year Ended December 31, 2020 2019 2018 Expected term in years 5.3 - 6.1 0.4 - 6.1 5.3 - 6.1 Expected volatility 70 % 70 % 70 % Risk-free interest rate 0.3 - 0.5 % 1.4 - 2.6 % 2.6 - 3.0 % Dividend yield — — — The fair value of the stock options granted to employees and directors during the years ended December 31, 2020, 2019 and 2018 was $ 6.7 million, $ 8.4 million, and $ 6.4 million, respectively. The fair value of ESPP was estimated using the Black-Scholes option-pricing model utilizing the following assumptions: Year Ended December 31, 2020 2019 2018 Expected term in years 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Expected volatility 70 % 70 % 70 % Risk-free interest rate 0.1 % - 1.0 % 1.7 % - 2.6 % 1.9 % - 2.5 % Dividend yield — — — Total stock-based compensation expense was as follows (in thousands): Year Ended December 31, 2020 2019 2018 General and administrative $ 6,062 $ 7,466 $ 9,004 Research and development 4,013 3,821 3,334 Total stock-based compensation expense $ 10,075 $ 11,287 $ 12,338 The fair value of RSU awards is determined based on the number of units granted and the closing price of the Company’s common stock as of the grant date. The estimated fair value of RSUs is recognized on a straight-line basis over the requisite service period. During 2017, the Company granted 160,974 RSUs all of which vested in June 2018 pursuant to which no shares were issued. Additional paid in capital was reduced by $ 0.1 million for tax payments related to shares withheld in connection with the vesting of the RSUs. There was no stock-based compensation expense related to these RSUs recorded in the years ended December 31, 2020 and 2019, and approximately $ 2.1 million in the year ended December 31, 2018. As of December 31, 2020, there was no unrecognized compensation expense related to these RSUs. During the year ended December 31, 2017, the Company granted 68,800 RSUs to certain employees, of which 50 % vested on June 1, 2019 with the remaining 50 % vesting on June 1, 2021 . In the event of a change in control, these RSUs vest 100 %. The stock-based compensation expense recorded in the years ended December 31, 2020, 2019, and 2018 related to these RSUs was approximately $ 0.3 million, $ 0.4 million, and $ 0.4 million, respectively. As of December 31, 2020, there was $ 0.1 million of unrecognized compensation expense related to these RSUs. At December 31, 2020, there was $ 9.6 million of unrecognized compensation cost related to unvested stock-based compensation arrangements, which is expected to be recognized over a weighted average period of 2.5 years. |