STOCKHOLDERS’ EQUITY | NOTE 8 Lincoln Park On May 15, 2019, the Company entered into both a securities purchase agreement and registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under the terms and subject to the conditions of the securities purchase agreement, the Company had the right to sell to Lincoln Park, and Lincoln Park was obligated to purchase, up to $20.0 million in shares of the Company’s common stock, subject to certain limitations, over the 24-month period that commenced on May 15, 2019. During the nine months ended September 30, 2020, the Company issued 196,000 shares of its common stock to Lincoln Park for approximately $1.0 million of cash. During April 2021, the Company terminated the securities purchase agreement with Lincoln Park. Purchase and retirement of common stock During January 2020, the Company purchased and cancelled 220,000 shares of its common stock from a shareholder in exchange for approximately $1.0 million of cash. Underwritten Stock Offering During July 2020, the Company completed an underwritten public offering in which it sold 2,500,000 shares of common stock at a public offering price of $10.00 per share. The 2,500,000 shares sold included the full exercise of the underwriters’ option to purchase 326,086 shares at a price of $10.00 per share. Aggregate net proceeds from the underwritten public offering were $23.1 million, net of $1.9 million in underwriting discounts and commissions and offering expenses. Common Stock – At the Market Offering During the nine months ended September 30, 2020, we issued and sold 178,600 shares of common stock at an average price of $5.45 per share under the 2020 ATM program. The aggregate net proceeds were approximately $0.8 million after BTIG’s commission and other offering expenses. During the nine months ended September 30, 2021, the Company sold 1,439,480 shares of its common stock at an average price of $20.17 per share under the 2020 ATM program. The aggregate net proceeds were approximately $28.4 million after BTIG’s commission and other offering expenses. During the nine months ended September 30, 2021, the Company sold 713,192 shares of its common stock at an average price of $21.73 per share under the 2021 ATM program. The aggregate net proceeds were approximately $14.9 million after BTIG’s commission and other offering expenses. Registered Direct Offering During July 2021, the Company completed a registered direct offering whereby the Company sold 1,818,182 shares of its common stock to investors for net proceeds of $36.9 million. Common Stock Issued for Services During July 2020, the Company granted a consultant 50,000 fully vested warrants with a 5-year term, of which 25,000 warrants had an exercise price of $5.50 per share and 25,000 warrants had an exercise price of $10.00 per share. The fair value of these warrants was $356,874 based on the Black-Scholes Option Pricing Model and was recorded within general and administrative expense. The assumptions used for these warrants consist of the exercise prices, expected dividends of 0%, expected volatility of 111.67% based on the trading history of similar companies, risk-free rate of 0.30% based on the applicable US Treasury bill rate and an expected life of 5.0 years. During July 2020, the Company issued the consultant 20,000 shares of common stock and cancelled the 50,000 warrants. The 20,000 shares were issued from the Company’s 2019 Incentive Stock Plan and had a fair value of approximately $230,000 based on the market value of the Company’s common stock on the grant date. The Company accounted for the exchange of the warrants for shares of common stock as a modification and recorded no additional expense in connection with the exchange as the fair value of warrants exceeded the fair value of the shares issued. Issuance of shares to Xencor On June 10, 2021, the Company and Xencor entered into an Option Cancellation Agreement whereby the Company issued 192,533 shares of its common stock to Xencor (See Note 4). Stock options During January 2021, the Company granted certain employees and directors options to purchase 198,549 shares of its common stock pursuant to the 2017 and 2019 Incentive Stock Plans. The stock options have a fair value of approximately $4.2 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.78% based on the applicable US Treasury bill rate (2) expected life of 6.0 - 6.25 years, (3) expected volatility of approximately 113% - 114% based on the trading history of similar companies, and (4) zero expected dividends. During June 2021, the Company granted certain employees and directors options to purchase 236,451 shares of its common stock pursuant to the 2021 Incentive Stock Plan. The stock options have a fair value of approximately $3.3 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.23% based on the applicable US Treasury bill rate (2) expected life of 6.0 - 6.25 years, (3) expected volatility of approximately 107% - 108% based on the trading history of similar companies, and (4) zero expected dividends. During July, August and September 2021, the Company granted certain employees and consultants options to purchase in aggregate 373,000 shares of its common stock pursuant to the 2021 Incentive Stock Plan. The stock options have a fair value of approximately $6.3 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.96% - 1.31% based on the applicable US Treasury bill rate (2) expected life of 6.0 – 10.0 years, (3) expected volatility of approximately 105% - 109% based on the trading history of similar companies, and (4) zero expected dividends. The following table summarizes stock option activity during the nine months ended September 30, 2021: (in thousands, except share and per share amounts) Number Shares Weighted- Exercise Price Weighted- Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 3,457,000 $ 5.82 8.05 $ 39,405 Options granted 808,000 $ 20.73 10.00 - Options exercised (183,000 ) $ 6.21 - - Options cancelled - $ - - - Outstanding at September 30, 2021 4,082,000 $ 8.65 7.44 $ 45,171 Exercisable at September 30, 2021 2,578,000 $ 6.49 7.09 $ 33,395 During the nine months ended September 30, 2021 and 2020, the Company recognized stock-based compensation expense of approximately $3.3 million and $2.1 million, respectively, related to the vesting of stock options. As of September 30, 2021, there was approximately $14.6 million of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of 2.73 years. Warrants The Company issued 45,386 warrants to the Company’s lenders upon obtaining its loan in June 2021. The warrants have a 10-year term and an exercise price of $14.05. The warrants have a fair value of approximately $0.6 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.45% based on the applicable US Treasury bill rate (2) expected life of 10.0 years, (3) expected volatility of approximately 103% based on the trading history of similar companies, and (4) zero expected dividends. At September 30, 2021, the intrinsic value of these warrants is $244,000. In connection with the Company’s initial public offering in February 2019, the Company issued warrants to the placement agents to purchase the Company’s common stock at an exercise price of $9.60 per common share, which warrants are exercisable until December 19, 2023. During the nine months ended September 30, 2021, 6,147 of these warrants were exercised on a cashless basis in exchange for 3,758 shares of common stock. At September 30, 2021, 28,688 of these warrants are outstanding and the intrinsic value is $282,000. On June 30, 2017, the Company issued fully vested warrants to purchase 31,667 shares of the Company’s common stock to a third party in conjunction with the common stock sold for cash. The warrants have a $1.50 exercise price and expire on June 30, 2022. During the nine months ended September 30, 2021, 11,875 of these warrants were exercised for cash proceeds of $18,000. At September 30, 2021, 19,792 of these warrants are outstanding, with an intrinsic value of $355,000. Stock-based Compensation by Class of Expense The following summarizes the components of stock-based compensation expense in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 respectively: (in thousands) Three Months Three Months Nine Months Nine Months Research and development $ 705 $ 146 $ 1,090 $ 423 General and administrative 901 900 2,184 1,986 Total $ 1,606 $ 1,046 $ 3,274 $ 2,409 Shareholder Rights Agreement On December 30, 2020, the Board of Directors (the “Board”) of the Company approved and adopted a Rights Agreement, dated as of December 30, 2020, by and between the Company and VStock Transfer, LLC, as rights agent, pursuant to which the Board declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of the Company’s common stock held by stockholders as of the close of business on January 11, 2021. When exercisable, each right initially would represent the right to purchase from the Company one one-thousandth of a share of a newly designated series of preferred stock, Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company, at an exercise price of $300.00 per one one-thousandth of a Series A Junior Participating Preferred Share, subject to adjustment. Subject to various exceptions, the Rights become exercisable in the event any person (excluding certain exempted or grandfathered persons) becomes the beneficial owner of twenty percent or more of the Company’s common stock without the approval of the Board. The Rights are scheduled to expire on December 30, 2021. |