Stockholder's Equity | 10. Stockholder’s Equity Common Stock On May 17, 2023, the Company completed an underwritten registered offering (“URO”) of common stock pursuant to which it issued and sold 6,110,000 shares of the Company’s common stock at a purchase price of $ 6.55 per share. The Company received net proceeds from the URO of approximately $ 37.4 million after deducting commissions and other offering expenses. The URO was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264517). On August 4, 2023, the Company acquired 100 % of the outstanding equity of Pionyr. Pursuant to the Acquisition, the Company issued to Pionyr stockholders 1,800,652 shares of the Company’s common stock (including 153,121 shares of the Company’s non-voting common stock). The Company also issued 4,153,439 shares of common stock issuable upon the conversion of 4,153,439 shares of Series A Preferred Stock to Pionyr stockholders pursuant to the Acquisition. Preferred Stock On August 4, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Acquisition, which provides for the issuance of shares of Series A Preferred Stock. Pursuant to the Acquisition, the Company agreed to issue 4,153,439 shares of Series A Preferred Stock to Pionyr stockholders. The Company agreed to hold a special meeting of stockholders to submit the approval of the conversion of the Series A Preferred Stock into shares of common stock, pursuant to which each share of Series A Preferred Stock would be convertible into one share of voting common stock, provided, however, that if such stockholder already held shares of the Company’s non-voting common stock prior to the conversion, such holder would receive shares of non-voting common stock in lieu of shares of voting common stock to the extent the issuance of shares of voting common stock to such holder would result in such holder, when aggregated with its affiliates for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficially owning more than 9.99 % of the Company’s voting common stock (the “Non-Voting Beneficial Ownership Limitation”). If stockholders had not approved the conversion of the Series A Preferred Stock into common stock by February 4, 2024 (six (6) months from the closing of the Acquisition), then, upon any attempted conversion, holders of Series A Preferred Stock may have thereafter required the Company to repurchase the Series A Preferred Stock at the then-current fair value of the underlying Common Stock. On September 25, 2023, the Company filed a Definitive Proxy Statement with the SEC to solicit approval of the issuance of common stock upon conversion of the Series A Preferred Stock at a special meeting of stockholders. The Company classified convertible preferred stock as temporary equity in the accompanying consolidated statement of Convertible Preferred Stock and Stockholders’ Equity due to terms that allow for redemption of the shares in cash upon certain events that are outside of the Company’s control, including failure to obtain stockholder approval of the conversion of the Series A Preferred Stock. The Company did not accrete the value of the convertible preferred stock to the redemption values since a liquidation event was not considered probable prior to the conversion date. As of September 30, 2023, the redemption value of the Company's outstanding Series A Preferred Stock was $ 18.0 million based on the closing stock price of the Company's common stock on September 30, 2023 of $ 4.33 per share. The Series A Preferred Stock was subsequently converted to shares of the Company’s common stock pursuant to stockholder approval at a special meeting of stockholders held on October 11, 2023. See “Note 15 – Subsequent Event” for additional information on stockholder approval of the conversion. Voting Rights Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend or repeal any provision of, or add any provision to, our certificate of incorporation or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Series A Preferred Stock, (d) issue further shares of Series A Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock, (e) prior to the stockholder approval of the conversion of the Series A Preferred Stock into shares of common stock or at any time while at least 30 % of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction, (f) authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred Stock, or (g) enter into any agreement with respect to any of the foregoing. Dividends Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-common-stock basis and without regard to the Non-Voting Beneficial Ownership Limitation, equal to and in the same form as dividends actually paid on shares of common stock. Liquidation and Dissolution. The Series A Preferred Stock ranks (i) senior to any class or series of capital stock of the Company created after the date of the Acquisition specifically ranking by its terms junior to any Series A Preferred Stock and (ii) on parity with common stock upon any liquidation, dissolution or winding-up of the Company. Equity Incentive Plan The Company grants stock options under the 2021 Stock Incentive Plan (the “2021 Plan”). The Company also has stock options outstanding under the 2016 Stock Incentive Plan (“2016 Plan”), but is no longer granting awards under such plan. All shares of common stock underlying any awards that are forfeited, cancelled, expired, repurchased, or otherwise terminated under the 2021 and 2016 Plans are added back to the shares of common stock available for issuance under the 2021 Plan. On January 1, 2023, the number of shares available for issuance under the 2021 Plan increased by 1,450,299 shares as a result of the evergreen provision. As of September 30, 2023 , 3,264,419 shares of common stock remain available for future issuance under the 2021 Plan. The total compensation expense recognized in the statements of operations associated with all the stock-based compensation awards granted by the Company is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 1,058 $ 865 $ 3,114 $ 2,931 General and administrative 940 946 2,763 2,735 Total $ 1,998 $ 1,811 $ 5,877 $ 5,666 The weighted-average fair value of the stock options granted during the nine months ended September 30, 2023 was $ 2.25 . As of September 30, 2023, the total unrecognized stock-based compensation expense for unvested options was $ 13.4 million which is expected to be recognized over a weighted average period of 2.3 years. The following table summarizes stock option activity under the 2021 Plan for the nine months ended September 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 6,589,479 $ 7.29 7.73 $ 362 Granted 1,597,224 3.02 Exercised ( 34,027 ) 4.01 Cancelled or forfeited ( 735,320 ) 6.44 Outstanding as of September 30, 2023 7,417,356 $ 6.47 7.13 $ 4,062 Vested or expected to vest as of September 30, 2023 7,417,356 $ 6.47 7.13 $ 4,062 Options exercisable as of September 30, 2023 3,920,894 $ 6.58 6.22 $ 1,733 The aggregate intrinsic value of options exercised for the nine months ended September 30, 2023 and 2022 was $ 59.3 thousand and $ 1.2 million , respectively. The fair value of each option award granted is estimated on the date of grant using the Black-Scholes option pric ing model and the weighted average assumptions. The underlying assumptions used to value stock options granted to participants using the Black-Scholes option-pricing presented on a weight average basis were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Risk-free interest rate 4.73 % 2.89 % 3.91 % 2.36 % Expected dividend yield 0 % 0 % 0 % 0 % Expected option term (in years) 6.08 6.08 6.03 6.01 Expected stock price volatility 90.92 % 85.76 % 86.55 % 84.68 % Employee Stock Purchase Plan On March 20, 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on March 30, 2021 . The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 346,613 shares of the Company’s common stock. An annual increase in the number of shares of common stock reserved and available for issuance under the ESPP shall be equal to 1 % of the number of shares of common stock outstanding on the immediately preceding December 31; and such lesser number of shares as determined by the Administrator as provided in the ESPP. As of September 30, 2023 , there has been no increase in the shares reserved and available for issuance and no shares have been purchased by employees under the ESPP. |