Stockholders’ Equity | 9. Stockholders’ Equity As of December 31, 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 24,753,102 and 17,425,654 shares of common stock outstanding as of December 31, 2020 and 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. In December 2019, the Company sold an aggregate of 18,250 shares of its common stock under the 2019 ATM Facility resulting in net negative proceeds of $0.2 million, after deducting the facility’s costs. 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. For the year ended December 31, 2020, the Company 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, 2020 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 stock under this Purchase Agreement as of December 31, 2020 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, 2020, the 2018 Plan had a maximum of 1,039,531 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. Repricing of Outstanding Options On April 22, 2020, 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 equity incentive plans. 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 market prices of the Company’s common stock at that time, including prior to the market volatility that had generally been associated with the onset of the COVID-19 pandemic. The effect of the repricing generated a total incremental cost of approximately $0.4 million, of which approximately $0.2 million was recognized as stock-based compensation expense in the year ended December 31, 2020, with the remainder to be expensed over the remaining vesting periods. Stock Options The following summarizes stock option activity for the year ended December 31, 2020: Outstanding Options Weighted- Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (a) Balances as of December 31, 2019 1,821,093 $ 5.64 9.24 $ 17 Granted 852,368 $ 4.29 Exercised (3,000 ) $ 2.45 Forfeitures and cancellations (207,144 ) $ 2.45 Balances as of December 31, 2020 (b) 2,463,317 $ 3.71 7.98 $ 4,726 Options exercisable as of December 31, 2020 (b) 1,041,624 $ 3.52 6.91 $ 2,177 (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, 2020 of $5.35 and the price of the underlying options. (b) The weighted-average exercise price per share of the options outstanding and exercisable as of December 31, 2020 includes the impact of the repricing of 1,475,093 options on April 22, 2020 at $2.45 per share. The aggregate intrinsic value of stock options exercised was $9,000 and $0 for the years ended December 31, 2020 and 2019, respectively. Cash received from stock options exercised was $7,000 and $69,000 for the years ended December 31, 2020 and 2019, respectively. The fair value of stock options that vested in the years ended December 31, 2020 and 2019 was $4.1 million and $1.4 million, respectively. T As of December 31, 2020, unrecognized compensation expense related to unvested stock options was $6.6 million and is expected to be recognized over a weighted-average period of 2.3 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, 2020, the Company had issued 78,764 shares of common stock under the ESPP, 65,443 of which were issued during the year ended December 31, 2020. The Company had 612,529 shares available for future issuance under the ESPP as of December 31, 2020. 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, 2020 and 2019, 153,690 and 265,232 unvested shares issued under early exercise provisions were subject to repurchase by the Company, respectively. The balance sheet reflects an unvested stock liability of $0.1 million and $0.2 million as of December 31, 2020 and 2019, respectively. The short-term portion of the unvested stock liability totals approximately $72,000 as of December 31, 2020, and is classified as accrued expenses on the accompanying consolidated balance sheet. The long-term portion of the unvested stock liability totals approximately $53,000 as of December 31, 2020, and is classified as other non-current liabilities on the accompanying consolidated balance sheet. Stock-based Compensation Expense On May 28, 2020, the Compensation Committee of the Board 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 year ended December 31, 2020 associated with these stock option grants totaled $0.4 million. 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. 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 December 31, Year Ended December 31, 2020 2019 Research and development $ 1,773 $ 1,207 General and administrative 2,044 1,045 Total $ 3,817 $ 2,252 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 December 31, Year Ended December 31, 2020 2019 Risk-free interest rate 0.65% 2.23% Expected volatility 89.56% 93.58% Expected term (in years) 5.77 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 not 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, 2020 and 2019: December 31, December 31, 2020 2019 Stock options issued and outstanding 2,463,317 1,821,093 Warrants for common stock 80,428 80,428 Awards available under the 2018 Equity Incentive Plan 1,039,531 813,473 Employee stock purchase plan 612,529 503,716 Total 4,195,805 3,218,710 |