Stockholders’ Equity | 7. Stockholders’ Equity As of September 30, 2020, 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 24,724,544 and 17,425,654 shares of common stock outstanding as of September 30, 2020 and December 31, 2019, respectively. 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 The maximum aggregate offering price of common stock that could be sold under the 2019 ATM Facility was $8.45 million. During the three and nine months ended September 30, 2020, the Company sold an aggregate 750,840 and 925,489 shares of its common stock, respectively, and received gross proceeds of $7.5 million and $8.4 million, respectively, under the 2019 ATM Facility. The Company paid commissions on the gross proceeds in the aggregate amount of approximately $0.2 million and $0.3 million, during the three and nine months ended September 30, 2020, respectively, resulting in net proceeds of $7.3 million and $8.1 million, respectively. As of September 30, 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. For the three and nine months ended September 30, 2020, the Company sold an aggregate of 788,685 shares of common stock under the 2020 ATM Facility for 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 September 30, 2020 and through the date of the filing of this quarterly report on Form 10-Q, 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 condensed 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 condensed consolidated balance sheet . During the three and nine months ended September 30, 2020, there were no sales of the Company’s stock under this Purchase Agreement. There have been no sales of the Company’s stock under this Purchase Agreement as of September 30, 2020 and through the date of the filing of this Quarterly Report on Form 10-Q. Repricing of Outstanding Options On April 22, 2020, the Board of Directors of the Company (the Board) approved a repricing of outstanding options to purchase 1,475,093 shares of the Company’s common stock held by employees of the Company, including executive officers (but excluding any employees who serve on the Board) that had exercise prices in excess of the closing stock price on April 22, 2020 and were granted under the Company’s 2017 Equity Incentive Plan or 2018 Equity Incentive Plan. As a result of the repricing, the exercise price of such options was lowered to $2.45 per share, the closing price of the Company’s common stock on April 22, 2020. The vesting schedule and term of these options remained unchanged. The Board effectuated the repricing to realign the value of such options with their intended purpose, which is to retain and motivate the holders of such options to continue to work in the best interests of the Company and its stockholders. Prior to the repricing, many of the options had exercise prices well above the recent market prices of the Company’s common stock, including prior to the recent market volatility that has generally been associated with the COVID-19 pandemic. The effect of the repricing generated a total incremental cost of approximately $0.4 million, of which approximately $26,000 and $0.1 million was recognized as stock-based compensation expense in the three and nine months ended September 30, 2020, respectively, with the remainder to be expensed over the remaining vesting periods. Stock Options The following table summarizes the stock option activity during the nine months ended September 30, 2020: Shares Subject to Options Weighted- Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options outstanding at December 31, 2019 1,821,093 $ 5.64 Granted 653,368 $ 3.95 Exercised - $ - Forfeitures and cancellations - $ - Options outstanding at September 30, 2020 2,474,461 $ 3.47 8.69 $ 6,149 Options exercisable at September 30, 2020 873,873 $ 3.48 8.30 $ 2,577 (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 September 30, 2020 of $5.77 and the price of the underlying options. (b) The weighted-average exercise price per share of the options outstanding and exercisable as of September 30, 2020 includes the impact of the repricing of 1,475,093 options on April 22, 2020 at $2.45 per share. At September 30, 2020, unamortized stock compensation for stock options was $8.0 million, with a weighted-average recognition period of 2.6 years. On May 28, 2020, the Compensation Committee of the Company’s Board of Directors issued to its Executive Chairman, Chief Executive Officer and two non-management directors retention stock options to purchase an aggregate of 169,368 shares of the Company’s common stock. These stock option grants immediately vested at the date of grant. The non-cash stock-based compensation expense recognized in the three and nine months ended September 30, 2020 associated with these stock option grants totaled $0 million and $0.4 million, respectively. At the time, the Executive Chairman and Chief Executive Officer voluntarily agreed to a 65% and an 85% reduction, respectively, in their base salaries otherwise payable for the remainder of 2020. The two non-management directors voluntarily agreed to forego 100% of their annual cash retainers otherwise payable to such directors for the remainder of 2020. Stock-Based Compensation Expense The non-cash stock-based compensation expense for all stock awards, net of forfeitures recognized as they occur, that was recognized in the condensed consolidated statements of operations is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 449 $ 315 $ 1,351 $ 880 General and administrative 398 318 1,633 780 Total $ 847 $ 633 $ 2,984 $ 1,660 Common Stock Reserved for Future Issuance Common stock reserved for future issuance at September 30, 2020 is as follows: September 30, December 31, 2020 2019 Stock options issued and outstanding 2,474,461 1,821,093 Warrants for common stock 80,428 80,428 Awards available under the 2018 Equity Incentive Plan 1,031,387 813,473 Employee stock purchase plan 638,087 503,716 Total 4,224,363 3,218,710 |