Stockholders’ Equity | 10. Stockholders’ Equity As of December 31, 2021, the Company’s authorized capital stock consisted of 200,000,000 shares of common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock, par value $ 0.0001 per share. The Company had 29,455,668 and 24,753,102 shares of common stock outstanding as of December 31, 2021 and 2020, respectively. Registered Direct Offering and related warrants On February 3, 2021, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with two institutional investors (the Purchasers), relating to the issuance and sale (the Offering) of an aggregate of 4,285,710 shares of common stock and warrants to purchase 1,285,713 shares of common stock (the Warrants) for aggregate gross proceeds to the Company from this Offering of approximately $ 30.0 million, excluding any proceeds the Company may receive upon exercise of the Warrants. No underwriter or placement agent participated in the Offering. The proceeds, net of related issuance costs, were $ 29.9 million. The Warrants are exercisable immediately upon issuance at an initial exercise price of $ 14.00 per share and are exercisable on a cashless basis. The Warrants expire on the earlier of (i) the fifth anniversary of issuance or (ii) the 15th calendar date following the date on which the Company closes upon an equity financing that results in not less than $ 25 million of gross proceeds to the Company at a price per share of common stock equal to or greater than $ 25.00 , at which time, all remaining Warrants will automatically be exercised on a cashless basis. The exercise price and the number of shares of common stock purchasable upon the exercise of the Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, reclassifications and combinations of the Company’s common stock. All of the warrants are recorded within equity in accordance with authoritative accounting guidance. Pursuant to the terms of the Securities Purchase Agreement, the Company appointed Dr. Yu (Katherine) Xu, Ph. D. to the Board as a nominee of the Purchasers. Follow-On Public Offering In August 2020, the Company completed an underwritten public offering of 5,461,169 shares of common stock at $ 7.00 per share, which included 461,169 shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received gross proceeds from this offering totaling $ 38.2 million. The proceeds, net of underwriting discounts and related issuance costs, were $ 35.7 million. At-the-Market Offering Program In November 2019, the Company entered into an Open Market Sales Agreement SM with Jefferies LLC (Jefferies) under which the Company could offer and sell shares of its common stock from time to time, through an “at-the-market” (ATM), equity offering program under which Jefferies acted as sales agent (2019 ATM Facility). The Company set certain parameters for the sale of shares, which included but were not limited to the number of shares to be issued, the time period during which sales are requested to be made, and any minimum price below which sales may not be made. Jefferies was entitled to compensation for its services at a commission rate of 3.0 % of the gross sales price per share of common stock sold plus reimbursement of certain expenses. The maximum aggregate offering price of common stock that could be sold under the 2019 ATM Facility was $ 8.45 million. During the year ended December 31, 2020, the Company sold an aggregate 925,489 shares of its common stock and received gross proceeds of $ 8.4 million under the 2019 ATM Facility. The Company paid commissions on the gross proceeds in the aggregate amount of approximately $ 0.3 million, during the year ended December 31, 2020, resulting in net proceeds of $ 8.1 million. As of December 31, 2020, the 2019 ATM Facility was fully utilized. On July 14, 2020, the Company entered into a new ATM equity offering program (2020 ATM Facility) with Jefferies under which the Company may offer and sell shares of the Company’s common stock having an aggregate price of up to $ 150 million, from time to time, through Jefferies acting as our sales agent. As of December 31, 2021, the Company had sold an aggregate of 788,685 shares of common stock under the 2020 ATM Facility and received gross proceeds of $ 10.4 million. The Company paid cash commissions on the gross proceeds, plus reimbursement expenses to Jefferies and other issuance costs in the aggregate amount of approximately $ 0.4 million, resulting in net proceeds of $ 10.0 million. Since December 31, 2021 and through the date of the filing of this Annual Report on Form 10-K, there have been no additional sales of the Company’s stock under the 2020 ATM Facility. Purchase Agreement In March 2020, the Company entered into a purchase agreement (Purchase Agreement), with Lincoln Park Capital Fund, LLC (Lincoln Park), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $ 15.0 million of shares of its common stock from time to time over the 36-month term of the Purchase Agreement. Upon execution of the Purchase Agreement, the Company issued 65,374 shares of its common stock to Lincoln Park as commitment shares in accordance with the closing conditions contained within the Purchase Agreement. The commitment shares were valued using the closing price of the Company’s common stock on the effective date of the Purchase Agreement resulting in a fair market value of approximately $ 0.2 million. The fair market value of the commitment shares as well as other issuance costs associated with the Purchase Agreement totaled $ 0.4 million. These issuance costs are classified as prepaid expenses and other current assets in the accompanying consolidated balance sheet. As shares of common stock are sold to Lincoln Park in accordance with the Purchase Agreement, the issuance costs, including the fair value of the commitment shares, will be reclassified to additional paid-in capital on the Company’s consolidated balance sheet. There have been no sales of the Company’s common stock under this Purchase Agreement as of December 31, 2021 and through the date of the filing of this Annual Report on Form 10-K. 2018 Equity Incentive Plan In October 2018, the Company adopted the 2018 Equity Incentive Plan (the 2018 Plan) which replaced the Company’s legacy 2017 Equity Incentive Plan (the 2017 Plan). The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other forms of stock awards. As of December 31, 2021, the 2018 Plan had a maximum of 467,024 total shares available for issuance. The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each calendar year through January 1, 2028, in an amount equal to 5.0% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. Options granted under the 2018 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The exercise price of each option shall be determined by the Board based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100 % of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25 % on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years . Stock Options The following summarizes stock option activity for the year ended December 31, 2021: Outstanding Options Weighted- Weighted Aggregate (a) Balances as of December 31, 2020 2,463,317 $ 3.71 7.98 $ 4,726 Granted 1,939,080 $ 5.42 Exercised ( 326,454 ) $ 2.73 Forfeitures and cancellations ( 128,918 ) $ 5.17 Balances as of December 31, 2021 3,947,025 $ 4.58 8.38 $ 1,501 Options exercisable as of December 31, 2021 1,342,186 $ 3.94 7.68 $ 941 (a) Aggregate intrinsic value in this table was calculated as the positive difference, if any, between the closing price per share of the Company’s common stock on December 31, 2021 of $ 3.77 and the price of the underlying options. The aggregate intrinsic value of stock options exercised was $ 0.4 million and $ 9,000 for the years ended December 31, 2021 and 2020, respectively. Cash received from stock options exercised was $ 0.9 million and $ 7,000 for the years ended December 31, 2021 and 2020, respectively. The fair value of stock options that vested in the years ended December 31, 2021 and 2020 was $ 3.0 million and $ 4.1 million, respectively. The weighted-average grant-date fair value of options granted was $ 3.94 and $ 3.11 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, unrecognized compensation expense related to unvested stock options was $ 9.2 million and is expected to be recognized over a weighted-average period of 2.6 years. 2018 Employee Stock Purchase Plan In October 2018, the Company adopted the 2018 Equity Stock Purchase Plan (ESPP) whereby eligible employees may elect to withhold up to 15 % of their earnings to purchase shares of the Company’s common stock at a price per share equal to the lower of (i) 85 % of the fair market value of a share of the Company’s common stock on the first date of an offering or (ii) 85 % of the fair market value of a share of the Company’s common stock on the date of the purchase right (purchase right). Initially, 343,275 shares of the Company’s common stock were approved for issuance under the ESPP pursuant to purchase rights granted to the Company’s employees or to employees of any of the Company’s designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year through January 1, 2028, by the lesser of (1) 1.0% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 343,275 shares; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (1) and (2) . As of December 31, 2021, the Company had issued 169,166 shares of common stock under the ESPP, 90,402 of which were issued during the year ended December 31, 2021. The Company had 769,658 shares available for future issuance under the ESPP as of December 31, 2021. Liability for Early Exercise of Restricted Stock Options All stock option grants under the 2017 Plan provide for exercise of the stock option prior to vesting. Shares of common stock issued upon exercise of unvested options are subject to repurchase by the Company at the respective original exercise price until vested. Consideration received for the exercise of unvested stock options is recorded as a liability and reclassified into equity as the related award vests. As of December 31, 2021 and 2020, 43,135 and 153,690 unvested shares issued under early exercise provisions were subject to repurchase by the Company, respectively. The balance sheet reflects an unvested stock liability of $ 53,000 and $ 125,000 as of December 31, 2021 and 2020, respectively. As of December 31, 2021, all of the unvested stock liability is considered short-term and is classified as accrued expenses on the accompanying consolidated balance sheet. As of December 31, 2020, the short and long-term portion of the unvested stock liability was $ 72,000 and $ 53,000 , respectively. The short-term unvested stock liability is classified as accrued expenses and the long-term unvested stock liability is classified as other non-current liabilities on the accompanying consolidated balance sheet. Stock-based Compensation Expense Total non-cash stock-based compensation expense for all stock awards and purchase rights, net of forfeitures recognized as they occur, that was recognized in the consolidated statement of operations is as follows (in thousands): Year Ended Year Ended 2021 2020 Research and development $ 1,976 $ 1,773 General and administrative 2,434 2,044 Total $ 4,410 $ 3,817 The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Year Ended Year Ended 2021 2020 Risk-free interest rate 0.68 % 0.65 % Expected volatility 88.55 % 89.56 % Expected term (in years) 6.01 5.77 Expected dividend yield 0 % 0 % Risk-free interest rate. The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options. Expected volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility as a private company, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does no t intend to pay dividends. Forfeitures . The Company reduces stock-based compensation expense for actual forfeitures during the period. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of December 31, 2021 and 2020: December 31, December 31, 2021 2020 Stock options issued and outstanding 3,947,025 2,463,317 Warrants for common stock 1,366,141 80,428 Awards available under the 2018 Equity Incentive Plan 467,024 1,039,531 Employee stock purchase plan 769,658 612,529 Total 6,549,848 4,195,805 |