Preferred Stock and Stockholders' Equity (Deficit) | 10. Preferred Stock and Stockholders’ Equity (Deficit) Preferred Stock Upon closing of the Business Combination transaction, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 100,000,000 shares of preferred stock with a par value $ 0.0001 per share. eFFECTOR's board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock immediately after the closing of the Business Combination. In connection with the closing of the Business Combination on August 25, 2021, all Old eFFECTOR convertible preferred stock was converted into common stock of eFFECTOR at an Exchange Ratio of 0.09657 . 28,453,228 total shares of Old eFFECTOR convertible preferred stock (as adjusted for the Exchange Ratio), composed of 11,563,819 shares of Old eFFECTOR Series A convertible preferred stock, 10,154,819 shares of Old eFFECTOR Series B convertible preferred stock, and 6,734,590 shares of Old eFFECTOR Series C convertible preferred stock, were converted into 28,453,228 shares of eFFECTOR common stock. 2013 Equity Incentive Plan Prior to the Business Combination, Old eFFECTOR maintained its 2013 Equity Incentive Plan (the “2013 Plan”), under which Old eFFECTOR granted incentive stock options, restricted stock awards, and other stock-based awards to employees, directors, and non-employee consultants. Upon the closing, the Company ceased granting awards under the 2013 Plan and, as described below, all awards under the 2013 Plan were converted into awards under the 2021 Plan with the same terms and conditions. As of August 25, 2021, prior to the Business Combination transaction, 3,920,657 Old eFFECTOR options remained outstanding under the 2013 Plan, as adjusted for the application of the Exchange Ratio. Conversion of Awards In connection with the Business Combination, each option of Old eFFECTOR that was outstanding and unexercised immediately prior to the close date (whether vested or unvested) was converted into an option to acquire an adjusted number of shares of eFFECTOR common stock at an adjusted exercise price per share (the "Substitute Options"), based on the Exchange Ratio of approximately 0.09657 , and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of common stock equal to the product of the number of shares of Old eFFECTOR common stock underlying such Old eFFECTOR option multiplied by the Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Old eFFECTOR common stock by the Exchange Ratio. In connection with the closing, 40,599,270 options to purchase shares of Old eFFECTOR common stock were exchanged for options to purchase an aggregate of 3,920,657 shares of common stock, with an as-adjusted weighted-average exercise price of $ 1.56 per share. 2021 Equity Incentive Plan and ESPP In connection with the consummation of the Business Combination on August 25, 2021, the Board of Directors approved the adoption of the 2021 Equity Incentive Plan (the “2021 Plan”). As of September 30, 2022, 6,759,987 sha res of common stock are authorized for issuance pursuant to awards under the 2021 Plan, inclusive of any shares of common stock subject to stock options, restricted stock awards or other awards that were assumed in the Business Combination. As of September 30, 2022 , 5,598,409 options to purchase common shares have been awarded and 1,650,953 shares remain available for issuance under the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other stock-based award or other cash-based awards to employees, directors, and non-employee consultants. At a special meeting of stockholders held on August 24, 2021, stockholders considered and approved the eFFECTOR Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. An aggregate of 880,000 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 1.0% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by our board of directors; provided that the total number of shares of common stock that become available for issuance under the ESPP will never exceed 15,000,000 . If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. As of September 30, 2022 , 1,259,471 shares were reserved for future issuance under the ESPP. During the three and nine months ended September 30, 2022 , zero and 27,428 shares of common stock were issued under the ESPP, respectively. At-the-Market Offering Program In September 2022, the Company entered into a Controlled Equity Offering SM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co (the "Agent", or "Cantor"), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $ 15.0 million in “at the market” offerings (ATM Offering Program) through the Agent. Sales of the shares of common stock will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3.0 % of the gross proceeds of any shares of common stock sold under the Sales Agreement. During the three and nine months ended September 30, 2022, the Company sold an aggregate of 195,518 shares of common stock at a weighted-average price of $ 0.59 per share for gross proceeds of approximately $ 0.1 million under the ATM Offering Program. Offering costs, including commissions, of approximately $ 0.2 million were recorded as an offset to gross proceeds within additional paid-in capital. Stock Options In May 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which was amended in February 2016. The Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock appreciation rights, and stock bonuses to directors, employees and consultants of the Company. As of September 30, 2022 and December 31, 2021, the number of shares reserved under the 2013 Plan was 3,629,846 and 3,886,613 , re spectively. The terms of the 2021 Plan provide for the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock appreciation rights, and stock bonuses to directors, employees and consultants of the Company. As of September 30, 2022 and December 31, 2021 , the number of shares reserved under the 2021 Plan was 6,759,987 and 6,508,048 , respectively . There were zero shares available for grant under the 2013 Plan as of September 30, 2022 and December 31, 2021 . In connection with the completion of the Business Combination and the adoption of the 2021 Plan, no further awards will be granted under the 2013 Plan. Options granted under the 2021 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant, or in the case of certain non-statutory options, ten years from the date of grant. The exercise price of each option shall be determined by the Board of Directors based on the estimated fair value of the Company’s stock on the date of the option grant. In the case of incentive stock options, 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. For holders of more than 10 % of the Company’s total combined voting power of all classes of stock, incentive stock options may not be granted at less than 110 % of the fair market value of the Company’s stock at the date of grant and for a term not to exceed five years. A summary of the Company’s stock option activity under the plans is as follows (in thousands, except share and per share amounts and years): Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2021 4,193,321 $ 2.41 6.0 $ 26,115 Granted 5,253,923 3.17 9.6 Exercised ( 4,828 ) 0.52 0.6 Cancelled or forfeited ( 703,536 ) 4.14 8.8 Outstanding at September 30, 2022 8,738,880 $ 2.73 7.6 $ 16 Vested and exercisable at September 30, 2022 3,947,871 $ 2.21 5.3 $ 7 For the nine months ended September 30, 2022 the total fair value of vested options was $ 3.0 million. The weighted-average grant date fair value of employee and non-employee option grants during the nine months ended September 30, 2022 was $ 2.23 p er share. Common Stock During the three and nine months ended September 30, 2022 , the Company issued zero and 4,828 shares of common stock in connection with the exercise of stock options, for net cash proceeds of zero and $ 2,500 , respectively. During the three and nine months ended September 30, 2021 , the Company issued 57,489 and 72,940 shares of common stock in connection with the exercise of stock options, for net cash proceeds of $ 63,000 and $ 78,000 , respectively. Stock-Based Compensation Expense The Company recognized stock-based compensation expense specifically related to stock options of $ 1.6 million and $ 3.6 million for the three and nine months ended September 30, 2022, respectively, and $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2021 , respectively. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.7 % - 4.1 % 0.7 % - 0.9 % Expected volatility 82 % - 86 % 82 % - 90 % Expected term (in years) 5.2 - 6.1 5.5 - 6.1 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, 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 weighted 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 in which they occur. As of September 30, 2022, the unrecognized compensation cost related to outstanding employee options was $ 8.1 million and is expected to be recognized as expense over approximately 2.6 years . Unrecognized compensation cost related to outstanding nonemployee options w as $ 2.0 million as of September 30, 2022 , and is expected to be recognized as expense over approximately 1.2 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of September 30, 2022: September 30, Stock options issued and outstanding 8,738,880 Public warrants issued and outstanding 5,833,323 Private placement warrants issued and outstanding 181,667 Earn-Out shares 5,000,000 Unvested sponsor shares 300,000 Authorized for future stock awards or option grants 1,650,953 Authorized for future issuances under the ESPP 1,259,471 Total 22,964,294 |