Stockholders' Equity | 9. Stockholders’ Equity April 2022 Underwritten Offering On April 14, 2022, the Company entered into an underwriting agreement with Jefferies LLC and Cowen and Company, LLC, relating to an underwritten offering of 16,276,987 shares of the Company’s common stock (the "Shares") and, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,523,013 shares of common stock. The closing of the offering took place on April 19, 2022. The offering price of the Shares was $ 3.69 per share and the offering price of the pre-funded warrants was $ 3.6899 per share underlying each pre-funded warrant. Warrants must be exercised by means of a cashless exercise. Net proceeds from the offering were approximately $ 68.3 million, after deducting underwriting discounts and commissions and offering expenses. On June 10, 2022, the Company and each holder of the pre-funded warrants entered into amended and restated pre-funded warrants solely to eliminate the seven-year expiration date of the pre-funded warrants. Each amended and restated pre-funded warrant is now exercisable for $ 0.0001 per share of common stock from the original date of issuance until the date the pre-funded warrant is exercised in full. All other terms of the pre-funded warrants remain unchanged. The pre-funded warrants contain standard adjustment provisions if certain corporate events were to happen. The pre-funded warrants are classified as a component of permanent equity and were recorded at the issuance date using a relative fair value allocation method. The pre-funded warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, such pre-funded warrants do not provide any guarantee of value or return. As of September 30, 2022 , 197,251 pre-funded warrants have been exercised by means of cashless exercise in exchange for the issuance of 197,240 shares of the Company's common stock. Equity Incentive Plans In January 2017, the Company’s board of directors and stockholders adopted the 2017 Equity Incentive Plan, which was amended and restated in July 2017 (as so amended and restated, the “2017 Plan”), which provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. The maximum number of shares of common stock that were authorized for issuance under the 2017 Plan was 2,730,496 . On July 17, 2020, the Company’s stockholders approved the 2020 Stock Incentive Plan (the “2020 Plan”), which became effective on July 23, 2020. The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares of the Company’s common stock reserved for issuance under the 2020 Plan was 1,588,315 shares, plus the 426,065 shares of common stock remaining available for issuance under the 2017 Plan as of July 23, 2020. The number of shares reserved under the 2020 Plan will be annually increased on each January 1 through January 1, 2030 by the lower of (i) 4 % of the number of shares of common stock outstanding on the first day of such fiscal year and (ii) an amount determined by the Company’s board of directors. As of the effective date of the 2020 Plan, no further awards will be made under the 2017 Plan. Any options or awards outstanding under the 2017 Plan are governed by their existing terms. The shares of the Company’s common stock subject to outstanding awards under the 2017 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right will be added back to the shares of common stock available for issuance under the 2020 Plan. No more than 1,588,315 shares of the Company's common stock may be granted subject to incentive stock options under the 2020 Plan. On January 1, 2022, the number of shares of common stock reserved under the 2020 Plan was increased by 946,749 shares. As of September 30, 2022 , 333,216 shares of common stock remain available for future issuance under the 2020 Plan. The following table summarizes stock option activity under the Company’s equity incentive plans for the nine months ended September 30, 2022: Options Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2021 3,582,613 $ 10.63 8.32 $ 7,428 Granted 1,740,069 4.92 Exercised ( 210,977 ) 1.70 Forfeited ( 304,196 ) 10.28 Outstanding at September 30, 2022 4,807,509 $ 8.98 8.28 $ 831 Exercisable at September 30, 2022 1,967,985 $ 9.29 7.39 $ 741 Vested and expected to vest at September 30, 2022 4,807,509 $ 8.98 8.28 $ 831 (1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The weighted-average grant date fair value of options granted during the three and nine months ended September 30, 2022 was $ 2.28 per share and $ 3.62 per share, respectively. The aggregate intrinsic value of stock options exercised during the three months ended September 30, 2022 was $ 0.1 million. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2022 was $ 0.5 million. For purposes of calculating stock-based compensation expense, the Company estimates the fair value of stock options using the Black-Scholes option-pricing model. This model incorporates various assumptions, including the expected volatility, expected term, and interest rates. The underlying assumptions used to value stock options granted to participants using the Black-Scholes option-pricing were as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Risk-free interest rate range 2.63 % to 4.04 % 0.93 % to 0.98 % 1.58 % to 4.04 % 0.48 % to 1.15 % Dividend yield 0 % 0 % 0 % 0 % Expected term of options (years) 6.08 to 6.48 5.98 to 6.08 5.08 to 6.48 5.37 to 6.48 Volatility rate range 84.50 % to 86.40 % 88.57 % to 89.25 % 84.50 % to 87.15 % 88.57 % to 91.19 % The total compensation cost recognized in the statements of operations associated with all the stock-based compensation awards granted by the Company is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 931 $ 798 $ 2,923 $ 2,495 General and administrative 918 954 2,863 2,647 Total $ 1,849 $ 1,752 $ 5,786 $ 5,142 The total unrecognized compensation cost related to outstanding employee awards as of September 30, 2022 was $ 14.9 million and is expected to be recognized over a weighted-average period of 2.6 years. Employee Stock Purchase Plan On July 17, 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 23, 2020. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 198,539 shares of the Company’s common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on each January 1 through January 1, 2031, in an amount equal to the lowest of (1) 397,079 shares of the Company’s common stock, (2) 1 % of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (3) an amount determined by the Company’s board of directors . The number of shares available for grant under this plan increased by 236,687 on January 1, 2022 due to this provision. As of September 30, 2022 , 40,412 shares have been purchased by employees under the ESPP. The Company activated its first offering period under the ESPP on April 1, 2022. The offering period ended on September 30, 2022. A second offering period began on October 1, 2022 and will end on March 31, 2023. During the three and nine months ended September 30, 2022, the Company recorded less than $ 0.1 million of stock-based compensation expense under the ESPP. The Company did no t record any stock-based compensation expense under the ESPP in the three and nine months ended September 30, 2021 . |