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Stockholders' Equity
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Stockholders' Equity

7. Stockholders’ Equity

As of September 30, 2022, the Company’s shares of common stock available for future issuance were as follows:

 

Shares available for future grant under the equity incentive plan

 

 

241,946

 

Shares available for future issuance under the employee stock purchase plan

 

 

731,603

 

Shares available for future issuance upon the exercise of warrants and pre-funded warrants

 

 

18,158,782

 

Total available for future issuance

 

 

19,132,331

 

Public Offerings

At-the-Market Offerings

In March 2021, the Company entered into a sales agreement (the “Sales Agreement”) with SVB Leerink LLC and Cantor Fitzgerald & Co. (the “Sales Agents”) pursuant to which it may offer and sell up to $75.0 million of the Company’s common stock, from time to time, in “at-the-market” offerings (the “ATM Facility”). The Sales Agents are entitled to compensation at a commission equal to 3.0% of the aggregate gross sales price per share sold under the Sales Agreement. In the fourth quarter of 2021, the Company received aggregate proceeds of $3.3 million, net of commissions and offering expenses from sales of 186,546 shares of its common stock pursuant to the ATM Facility.

During the three months ending September 30, 2022, the Company received aggregate proceeds of $8.4 million, net of commissions and offering expenses from sales of 1,242,132 shares of its common stock pursuant to the ATM Facility.

July 2022 Public Offering

In July 2022, the Company completed an underwritten public offering of its common stock, warrants to purchase shares of its common stock and pre-funded warrants to purchase shares of its common stock. The Company sold 18,675,466 shares of its common stock with accompanying warrants to purchase up to 9,337,733 shares of its common stock at a combined public offering price of $3.55 per share. The Company also sold 7,944,252 pre-funded warrants to purchase shares of its common stock with accompanying warrants to purchase up to 3,972,126 shares of its common stock at a combined public offering price of $3.549 per pre-funded warrant, which represents the per share public offering price for the common stock less $0.001 per share, the exercise price for each pre-funded warrant. The Company raised net proceeds of $88.2 million, after deducting underwriting discounts and commissions of $5.7 million and other offering costs of $0.6 million.

The exercise of the outstanding warrants is subject to a beneficial ownership limitation of 9.99%, or at the election of the holder prior to the issuance of the warrant, 4.99%. The exercise of the outstanding pre-funded warrants is subject to a beneficial ownership limitation of 9.99%, or at the election of the holder prior to the issuance of the pre-funded warrant, 4.99%, which a holder may increase or decrease from time to time, but shall not exceed 19.99%. The exercise price and number of shares of common stock issuable upon the exercise of the warrants and pre-funded warrants are subject to adjustment in the event of any stock dividends, stock splits, reverse stock split, recapitalization, or reorganization or similar transaction, as described in the agreements. Under certain circumstances, the warrants and pre-funded warrants may be exercisable on a “cashless” basis. The warrants and pre-funded warrants were classified as a component of stockholders’ equity and additional paid-in capital because such warrants and pre-funded warrants (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of common shares upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, the warrants and pre-funded warrants do not provide any guarantee of value or return.

Common Stock Warrants

As of September 30, 2022, the Company’s outstanding warrants to purchase shares of its common stock were as follows:

 

 

 

Number of Common Stock

 

 

Exercise Price

 

 

Expiration

 

 

Underlying Warrants

 

 

Per Share

 

 

Date

Warrant issued with term loan

 

 

25,000

 

 

$

22.06

 

 

June 30, 2025

Warrant issued with term loan

 

 

33,923

 

 

$

19.12

 

 

May 28, 2031

Warrants issued in public offering

 

 

13,299,859

 

 

$

5.325

 

 

July 1, 2024

Pre-funded warrants issued in public offering

 

 

4,800,000

 

 

$

0.001

 

 

Do not expire

Total outstanding

 

 

18,158,782