Stockholders’ Equity | Stockholders’ Equity Common Stock Shares of common stock reserved for future issuance were as follows: December 31, 2020 2019 Shares to be issued upon exercise of outstanding stock options 4,175,345 3,252,144 Shares to be issued upon conversion of common stock warrants and prefunded warrants 4,464,261 1,877,094 Shares available for future stock grants 887,901 269,959 Shares to be issued under employee stock purchase plan 45,211 45,211 Shares of common stock reserved for future issuance 9,572,718 5,444,408 Securities Offerings In July 2020, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) for a private placement with a select group of institutional investors, pursuant to which we sold 5,139,610 units (the “Common Units”) and 790,710 units (the “Prefunded Warrant Units”), for an aggregate purchase price of $60.0 million. Each Common Unit consists of one share of our common stock plus a warrant to purchase 0.3 shares of common stock (the “Common Stock Warrants”), and each Prefunded Warrant Unit consists of one prefunded warrant to purchase one share of common stock (the “Prefunded Warrants”) plus 0.3 Common Stock Warrants. The Prefunded Warrant Units and the Common Units are collectively referred to as the “Units” and each Unit has a purchase price of $10.1175. Pursuant to the terms of the Securities Purchase Agreement, we issued warrants to purchase 1,779,096 shares of common stock with an exercise price of $12.74 and a term of 3.5 years. Additionally, we issued 790,710 Prefunded Warrants, which became fully exercisable upon the closing date and have an exercise price of $0.001 per share. We incurred $3.7 million in financing costs associated with the Securities Purchase Agreement, which was netted against the proceeds within additional-paid-in-capital on our accompanying Consolidated Balance Sheets . In January 2019, we entered into a securities purchase agreement (the “Purchase Agreement”) with a limited number of accredited investors, pursuant to which we sold 4,706,700 units (the “2019 Units”) for an aggregate purchase price of $25.3 million in a private placement (the “Private Placement”). Each 2019 Unit has a purchase price of $5.37 and consists of one share of our common stock and a warrant to purchase 0.39 shares of common stock. Pursuant to the terms of the Purchase Agreement, we issued 4,706,700 shares of common stock and warrants to purchase an aggregate of 1,835,610 shares of common stock. The warrants have an exercise price of $12.74 and have a term of five years. We incurred $1.7 million in financing costs associated with the Purchase Agreement, which was netted against the proceeds within additional-paid-in-capital on our accompanying Consolidated Balance Sheets . The issuance of the securities sold under the Securities Purchase Agreement and the Purchase Agreement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. We filed registration statements for the Securities Purchase Agreement and the Purchase Agreement with the SEC, which were declared effective by the SEC in August 2018 and April 2019, respectively, which cover the resale of the shares of common stock issuable in connection with the private placements and upon exercise of the warrants. In June 2018, we entered into an equity distribution agreement, (“Equity Distribution Agreement”), with Piper Jaffray & Co., (“Piper Jaffray”), pursuant to which we may sell shares of our common stock through an “at the market” equity offering program for up to $50.0 million, in gross cash proceeds. The Equity Distribution Agreement was terminated by us upon written notice to Piper Jaffray in March 2021. As of December 31, 2020, no sales under our Equity Distribution Agreement have occurred. Common Stock Warrants We have issued warrants in connection with our SVB loans, to certain non-employee professional advisers, and in connection with our Private Placement. We also assumed warrants in connection with the merger. No warrants were exercised or forfeited during the year ended December 31, 2020. Excluding the prefunded warrants issued in connection with the Securities Purchase Agreement discussed above, the table below summarizes our warrant activity: Warrants Weighted- Weighted- Outstanding at December 31, 2019 1,877,094 $ 12.82 4.11 Granted 1,796,457 $ 12.66 3.13 Outstanding at December 31, 2020 3,673,551 $ 12.74 3.12 Exercisable at December 31, 2020 3,672,776 $ 12.74 3.12 Equity Incentive Plans In June 2018 our stockholders approved, the 2018 Equity Incentive Plan (“2018 Plan”). Upon adoption, we ceased granting stock awards under the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan (the “2015 EIP”) and the Amended and Restated 2015 Stock Plan (the “2015 Plan”), collectively, the “Legacy Plans”. All shares of common stock subject to awards under the Legacy Plans that expire or terminate without having been exercised in full, or are forfeited to or repurchased by the company, will be added to the 2018 Plan, up to a maximum of 1,972,784 shares. In June 2020, in conjunction with our annual meeting of stockholders, our stockholders approved an additional increase of 743,515 shares authorized under our 2018 Plan. Under our 2018 Plan we may issue stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) or performance shares. As of December 31, 2020 we have only issued stock options and RSUs. Our 2018 Plan provides for an annual increase in the number of shares reserved for insurance equal to the lesser of (1) 5% of the number of shares of common stock outstanding as of the last day of the preceding calendar year or (2) 1,500,000. However, our board of directors may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares. On January 1, 2021, a total of 1,190,159 additional shares were automatically added to the shares authorized under the 2018 Plan. In July 2017, in connection with the merger, we assumed Nivalis’ Employee Stock Purchase Plan (the “ESPP”) and the 2015 EIP. Upon assumption of the ESPP, there were 45,211 shares available for issuance under the ESPP. As of December 31, 2020, we have not activated the ESPP. Stock options granted under our equity plans generally vest within four years and vested options are exercisable from the grant date until ten years after the date of grant. Vesting of certain employee options may be accelerated in the event of a change in control of the Company. We grant stock options to employees with exercise prices equal to the fair value of our common stock on the date of grant. The term of incentive stock options may not exceed ten years from the date of grant. We utilize newly issued shares to satisfy option exercises. As of December 31, 2020, a total of 5,426,703 shares of common stock were authorized for issuance under our 2018 Plan, 2015 Plan and 2015 EIP. A summary of stock option activity under our plans is presented below: Options Weighted- Weighted- Aggregate Outstanding at December 31, 2019 3,252,144 $ 5.91 Granted 1,312,950 $ 4.55 Exercised (26,641) $ 4.65 Forfeited (208,108) $ 7.57 Expired (155,000) $ 8.84 Outstanding at December 31, 2020 4,175,345 $ 5.30 7.69 $ 30,883 Vested and expected to vest after December 31, 2020 4,035,345 $ 5.19 7.62 $ 30,278 Exercisable at December 31, 2020 2,208,114 $ 5.07 6.79 $ 17,011 As of December 31, 2020, there was $5.7 million of unrecognized stock-based compensation expense related to approximately 2.0 million nonvested awards that are expected to be recognized over a weighted-average period of 2.4 years. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $104,000, $155,000 and $214,000, respectively. We utilize newly issued shares to satisfy option exercises. The total fair value of options vested during the years ended December 31, 2020, 2019 and 2018 was $4.2 million, $3.0 million and $1.8 million, respectively. In January 2020, we issued 156,326 RSUs at a grant date fair value of $3.23 per share to certain employees in lieu of cash incentive compensation. Half of the outstanding shares underlying each RSU vested on June 30, 2020, and the remaining half vested on December 31, 2020. For the year ended December 31, 2020, the fair value of RSUs vesting and the aggregate intrinsic value of RSUs released were $461,000 and $1.6 million, respectively. Stock-Based Compensation Expense The fair value of RSUs is equal to the closing stock price on the date of grant. We use the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes option pricing model requires us to make certain estimates and assumptions, including assumptions related to the expected price volatility of our stock, the period during which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield of our stock. The fair values of stock options granted to employees were calculated using the following assumptions: Years Ended December 31, 2020 2019 2018 Weighted-average estimated fair value at grant $3.03 $4.14 $5.43 Risk-free interest rate (1) 38% - 1.68% 1.42% - 2.63% 2.27% - 3.07% Expected term of options (in years) (2) 5.27 - 6.90 5.27 – 6.08 5.50 – 7.00 Expected stock price volatility (3) 73% - 82% 70% - 77% 70% - 77% Expected dividend yield (4) —% —% —% (1) The risk-free interest rate assumption was based on zero-coupon U.S. Treasury instruments that had terms consistent with the expected term of our stock option grants. (2) We used the “simplified method” for options to determine the expected term of stock options granted, since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited time our shares have been publicly traded. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. (3) Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated or is expected to fluctuate during a period. We analyzed the stock price volatility of companies at a similar stage of development to estimate expected volatility of our stock price. (4) We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Stock-based compensation expense is classified in the Consolidated Statements of Operations and Comprehensive Income (Loss) as follows (in thousands): Years Ended December 31, 2020 2019 2018 Employee: Research and development $ 2,145 $ 1,608 $ 890 General and administrative 1,955 1,359 1,385 Non-Employee: Research and development 34 68 16 General and administrative 6 6 18 Total stock-based compensation expense $ 4,140 $ 3,041 $ 2,309 |