Stockholders’ Equity | Stockholders’ Equity Common Stock Shares of common stock reserved for future issuance were as follows: December 31, 2023 2022 Shares to be issued upon exercise of outstanding stock options 7,968,360 7,058,140 Shares to be issued upon release of RSUs 45,464 178,618 Shares to be issued upon conversion of common stock warrants 2,369,351 3,656,497 Shares to be issued upon conversion of prefunded warrants 6,102,127 5,182,197 Shares available for future stock grants 281,984 314,523 Shares to be issued under employee stock purchase plan 45,211 45,211 Shares of common stock reserved for future issuance 16,812,497 16,435,186 Securities Offerings In November 2023, we sold an aggregate of 9,791,832 shares of our common stock (the “2023 Shares”) and prefunded warrants to purchase 3,200,000 shares of common stock (the “2023 Prefunded Warrants”) in an underwritten public offering, including the subsequent partial exercise of the underwriters’ over-allotment option, pursuant to our effective shelf registration statement on Form S-3 (File No. 333-271517). The purchase price for each 2023 Share and 2023 Prefunded Warrant was $12.50 and $12.499 per share, respectively, for an aggregate purchase price of $162.4 million. The 2023 Prefunded Warrants became fully exercisable upon the closing date and have an exercise price of $0.001 per share. In connection with this offering, we received net proceeds of $152.2 million after deducting underwriting discounts, commissions and offering costs. Offering costs of $440,000 were netted against the proceeds within additional-paid-in-capital on our accompanying Consolidated Balance Sheets . In September 2022, we sold an aggregate of 15,509,282 shares of our common stock in an underwritten public offering, including the subsequent partial exercise of the underwriters’ over-allotment option in October 2022, pursuant to our effective shelf registration statement on Form S-3 (File No. 333-256107). We received resulting net proceeds of $106.7 million after deducting underwriting discounts, commissions and offering costs. Offering costs of $438,000 were netted against the proceeds within additional-paid-in-capital on our accompanying Consolidated Balance Sheets . 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 “2021 Shares”) and prefunded warrants to purchase 3,191,487 shares of common stock (the “2021 Prefunded Warrants”). The purchase price for each 2021 Share and for each 2021 Prefunded Warrant was $9.40 per share, for an aggregate purchase price of approximately $91.0 million. The 2021 Prefunded Warrants became fully exercisable upon the closing date and have an exercise price of $0.001 per share. We incurred $266,000 in offering 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 . The securities sold and issued under the 2021 Securities 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 a registration statement for the 2021 Securities Purchase Agreement with the SEC, which was declared effective by the SEC in November 2021 and covers the resale of the shares of common stock issuable in connection with the private placements and upon exercise of the warrants. 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 . Financing Agreements In April 2023, we entered into a sales agreement (the “2023 Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”) to sell shares of our common stock, from time to time, through an “at-the-market” equity offering for up to $100.0 million in aggregate gross proceeds. TD Cowen will act as the sales agent and will be entitled to compensation for services of up to 3.0% of the gross sales proceeds from shares sold through TD Cowen under the 2023 Sales Agreement. The shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-271517), which was filed with the SEC on April 28, 2023, and declared effective on May 9, 2023. On May 11, 2023, we filed a final prospectus supplement with the SEC relating to the offer and sale of the shares pursuant to the 2023 Sales Agreement. As of December 31, 2023, we have sold 919,413 shares of common stock under the 2023 Sales Agreement for a price of $10.93 per share. The associated gross proceeds of $10.0 million were recorded net of directly related offering costs of $355,000 within additional-paid-in-capital on our accompanying Consolidated Balance Sheets . In September 2022, we and TD Cowen mutually terminated our prior sales agreement (the “2021 Sales Agreement”), which we had entered into in July 2021. The 2021 Sales Agreement provided that 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, with TD Cowen acting as the sales agent. No common stock was sold under the 2021 Sales Agreement. In connection with the termination of the 2021 Sales Agreement, we wrote off $488,000 of deferred offering costs to expense, which were previously included within prepaid expenses and other current assets on our accompanying Consolidated Balance Sheets . Treasury Shares In June 2023, we retired 1,250,467 shares of treasury stock, and returned the shares of common stock to the status of authorized but unissued shares. 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 common stock warrant activity: Warrants Weighted- Weighted- Outstanding at December 31, 2022 3,656,497 $ 12.66 1.12 Exercised (1,287,146) 12.74 Outstanding and Exercisable at December 31, 2023 2,369,351 $ 12.62 0.15 In January 2024, we issued 1,694,282 shares of common stock and received $17.6 million in proceeds in connection with exercises of 2,309,404 of our common stock warrants. In addition, in February 2024, we issued 3,199,879 shares of common stock in connection with the exercise of 3,200,000 of our prefunded warrants. Equity Incentive Plans Our board of directors has approved “inducement” grants, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, which are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2). In August 2023, we issued an “inducement” option grant to purchase 185,000 shares of our common stock at a per-share exercise price of $13.44 to our Chief Technology Officer. In August 2022, we issued an “inducement” option grant to purchase 160,000 shares of our common stock at a per-share exercise price of $8.38 to our Chief Medical Officer. In June 2018, our stockholders approved the 2018 Equity Incentive Plan (the “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, 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. Under our 2018 Plan we may issue stock options, stock appreciation rights, restricted stock, RSUs or performance shares. As of December 31, 2023, we have only issued stock options and RSUs. Our 2018 Plan provides for an annual increase in the number of shares reserved for issuance 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, 2024, a total of 1,500,000 additional shares was automatically added to the shares authorized under the 2018 Plan. In July 2017, in connection with the merger with Nivalis, 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, 2023, we have not activated the ESPP. Stock options granted to our employees under our equity plans generally vest within four years, and vested options are exercisable from the vest 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, 2023, a total of 9,616,862 shares of common stock were authorized for issuance under our 2018 Plan and Legacy Plans. A summary of stock option activity under our plans is presented below: Options Weighted- Weighted- Aggregate Outstanding at December 31, 2022 7,058,140 $ 8.37 Granted 2,816,197 $ 9.50 Exercised (858,511) $ 5.91 Forfeited (1,047,466) $ 10.40 Outstanding at December 31, 2023 7,968,360 $ 8.77 6.96 $ 82,254 Vested and expected to vest after December 31, 2023 7,790,360 $ 8.79 6.95 $ 80,307 Exercisable at December 31, 2023 4,462,145 $ 7.79 5.62 $ 50,542 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $7.6 million, $1.1 million and $546,000, respectively. The fair value of stock options vested during the years ended December 31, 2023, 2022 and 2021 was $9.6 million, $8.6 million and $3.4 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, 2022 178,618 $ 12.00 Vested (114,651) $ 12.00 Forfeited (18,503) $ 12.00 Non-vested at December 31, 2023 45,464 $ 12.00 0.0 $ 867 The aggregate intrinsic value of RSUs vested during the years ended December 31, 2023 and 2022 was $1.0 million and $527,000, respectively. The fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $1.4 million and $735,000, respectively. No RSUs vested during the year ended December 31, 2021. We utilize newly issued shares to satisfy option exercises and RSU releases. As of December 31, 2023, the re was $22.4 million of unrecognized stock-based compensation expense related to approximately 3.6 million nonvested stock options and RSU awards that is expected to be recognized over a weighted-average remaining period of 2.7 years. Stock-Based Compensation Expense We use the Black-Scholes option pricing model to estimate the fair value of stock options at the grant date. The fair value of RSUs is equal to the closing stock price on the date of grant. 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, 2023 2022 2021 Weighted-average estimated fair value at grant $6.94 $7.56 $8.44 Risk-free interest rate (1) 3.36% - 4.67% 1.39% - 4.04% 0.25% - 1.3% Expected term of options (in years) (2) 5.27 - 6.08 5.27 – 6.08 3.49 – 6.08 Expected stock price volatility (3) 81% - 85% 80% - 83% 79% - 83% 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 historical stock price volatility of companies at a similar stage of development to estimate the 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, 2023 2022 2021 Research and development $ 6,251 $ 5,713 $ 3,347 General and administrative 4,379 3,935 2,893 Total stock-based compensation expense $ 10,630 $ 9,648 $ 6,240 |