Stockholders’ Equity | Stockholders’ Equity Common Stock Shares of common stock reserved for future issuance were as follows: December 31, 2021 2020 Shares to be issued upon exercise of outstanding stock options 5,611,743 4,175,345 Shares to be issued upon release of RSUs 265,566 — Shares to be issued upon conversion of common stock warrants 3,666,435 3,673,551 Shares to be issued upon conversion of prefunded warrants 5,182,197 790,710 Shares available for future stock grants 284,906 887,901 Shares to be issued under employee stock purchase plan 45,211 45,211 Shares of common stock reserved for future issuance 15,056,058 9,572,718 Securities Offerings In September 2021, we entered into a securities purchase agreement (the “2021 Securities Purchase Agreement”) for a private placement with a select group of institutional investors, pursuant to which we sold 6,489,357 shares of our common stock (the “Shares”) and prefunded warrants to purchase 3,191,487 Shares (the “Prefunded Warrants”). The purchase price for each Share and for each Prefunded Warrant was $9.40 per share, for an aggregate purchase price of approximately $91.0 million. The Prefunded Warrants became fully exercisable upon the closing date and have an exercise price of $0.001 per share. We incurred $266,000 in financing costs associated with the 2021 Securities Purchase Agreement, which was netted against the proceeds within additional-paid-in-capital on our accompanying Consolidated Balance Sheets . In September 2021, we entered into an exchange agreement (the “Exchange Agreement”) with Frazier Life Sciences VIII, L.P. (the “Exchanging Stockholder”), which Exchanging Stockholder is affiliated with a member of our board of directors, pursuant to which we exchanged an aggregate of 1,200,000 shares of common stock held by the Exchanging Stockholder for Prefunded Warrants (the “Exchange Warrants”) to purchase an aggregate of 1,200,000 shares of common stock. Upon the closing of the exchange, we reclassified 1,200,000 shares of common stock into treasury stock on our accompanying Consolidated Balance Sheets . In July 2020, we entered into a securities purchase agreement (the “2020 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 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 2020 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 2020 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 “2019 Securities 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 2019 Securities 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 2019 Securities 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 2021, 2020, and 2019 Securities Purchase Agreements 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 2021, 2020 and 2019 Securities Purchase Agreements with the SEC, which were declared effective by the SEC in November 2021, August 2020 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 May 2021, the registration statement for the 2019 Securities Purchase Agreement was deactivated following the expiration of our obligation to maintain its effectiveness under the related registration rights agreement. Financing Agreements In July 2021, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) pursuant to which we may sell shares of our common stock from time to time through an “at the market” equity offering for up to $75.0 million in gross cash proceeds. Cowen will act as the sales agent and will be entitled to compensation for services of up to 3.0% of the gross sales price per share of all shares sold through Cowen under the Sales Agreement. The shares would be issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-256107). We filed a prospectus supplement, dated July 2, 2021, with the SEC in connection with the offer and sale of the shares pursuant to the Sales Agreement. As of December 31, 2021, no sales have been made under the Sales Agreement. Common Stock Warrants We have issued warrants in connection with our securities offerings, SVB loans, and to certain non-employee professional advisers. Excluding the prefunded warrants we issued in connection with our securities offerings discussed above, the table below summarizes our warrant activity: Warrants Weighted- Weighted- Outstanding at December 31, 2020 3,673,551 $ 12.74 3.12 Exercised (2,484) 5.02 Expired (4,632) 97.12 Outstanding at December 31, 2021 3,666,435 $ 12.64 2.12 Exercisable at December 31, 2021 3,666,435 $ 12.64 2.12 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, RSUs or performance shares. As of December 31, 2021 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, 2022, a total of 1,500,000 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, 2021, 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. As of December 31, 2021, a total of 6,616,862 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, 2020 4,175,345 $ 5.30 Granted 1,940,518 $ 12.38 Exercised (91,190) $ 5.37 Forfeited (412,930) $ 9.88 Outstanding at December 31, 2021 5,611,743 $ 7.41 7.41 $ 36,465 Vested and expected to vest after December 31, 2021 5,471,743 $ 7.38 7.37 $ 35,685 Exercisable at December 31, 2021 2,944,273 $ 5.25 6.31 $ 26,053 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $546,000, $104,000 and $155,000, respectively. The fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019 was $3.4 million, $4.2 million and $3.0 million, respectively. A summary of our RSU activity under our plans is presented below: Number of Shares Weighted- Weighted- Aggregate Non-vested at December 31, 2020 — $ — Granted 265,566 $ 12.00 Non-vested at December 31, 2021 265,566 $ 12.00 1.95 $ 491 The aggregate intrinsic value of RSUs released during the years ended December 31, 2021 and 2020 was $0 and $1.6 million, respectively. The fair value of RSUs vested during the years ended December 31, 2021 and 2020 was $0 and $461,000, respectively. We had no RSU activity for the year ended December 31, 2019. We utilize newly issued shares to satisfy option exercises and RSU releases. As of December 31, 2021, there was $16.4 million of unrecognized stock-based compensation expense related to approximately 2.9 million nonvested stock options and RSU awards that are expected to be recognized over a weighted-average period of 2.7 years. 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, 2021 2020 2019 Weighted-average estimated fair value at grant $8.44 $3.03 $4.14 Risk-free interest rate (1) 0.25% - 1.3% 0.38% - 1.68% 1.42% - 2.63% Expected term of options (in years) (2) 3.49 - 6.08 5.27 – 6.90 5.27 – 6.08 Expected stock price volatility (3) 79% - 83% 73% - 82% 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, 2021 2020 2019 Employee: Research and development $ 3,323 $ 2,145 $ 1,608 General and administrative 2,891 1,955 1,359 Non-Employee: Research and development 24 34 68 General and administrative 2 6 6 Total stock-based compensation expense $ 6,240 $ 4,140 $ 3,041 |