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Stockholders' Equity
12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity
Preferred Stock
The Company has 10,000,000 authorized shares of preferred stock with a par value of $0.00001 per share. As of December 31, 2021, no shares of its preferred stock were issued and outstanding.
Common Stock
The Company has 100,000,000 authorized shares of common stock with a par value of $0.00001 per share. As of December 31, 2021, 55,576,988 shares of its common stock were issued and outstanding.
On February 28, 2021, the Company issued 6,762,652 shares of its common stock to Medytox pursuant to the Share Issuance Agreement. See Note 11. Medytox/Allergan Settlement Agreements and Daewoong Arrangement for additional information.
On March 25, 2021, the Company issued 3,136,869 shares of its common stock to Daewoong in connection with the conversion of Daewoong Convertible Note. See Note 7. Daewoong Convertible Note for additional information.
In April 2021, the Company completed a follow-on public offering and issued 10,350,000 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase an additional 1,350,000 shares of common stock, at a price to the public of $9.50 per share. The Company received net proceeds of approximately $92,426 from the offering, after deducting underwriting discounts and commissions, excluding other offering expenses.
“At-the-market” Offerings of Common Stock
On March 26, 2021, the Company entered into an “at-the-market” sales agreement with SVB Leerink LLC (the “Sales Agent”) pursuant to which shares of the Company’s common stock may be sold from time to time for aggregate gross proceeds of up to $75,000 (the “ATM Program”). The Sales Agent is entitled to compensation, at a commission rate equal to 3.0% of the gross proceeds from sales of the Company’s common shares under the ATM Program.
For the year ended December 31, 2021, the Company sold a total of 934,367 shares of its common stock pursuant to the ATM Program at the prevailing market prices for total net proceeds of $10,910 and paid total commissions of $337 to the Sales Agent.
2017 Omnibus Incentive Plan and Stock-based Compensation Allocation
The Company’s 2017 Omnibus Incentive Plan (the “Plan”) provides for the grant of incentive options to employees of the Company, and for the grant of non-statutory options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s officers, directors, consultants and employees of the Company. The maximum number of shares of common stock that may be issued under the Plan is 4,361,291 shares, plus an annual increase on each anniversary of November 21, 2017 equal to 4.0% of the total issued and outstanding shares of the Company’s common stock as of such anniversary (or such lesser number of shares as may be determined by the Company’s board of directors). On November 21, 2021 and 2020, an additional 2,223,080 shares and 1,349,969 shares, respectively, were reserved under the evergreen provision of the Plan. As of December 31, 2021, the Company had an aggregate of 3,361,247 shares of its common stock available for future issuance under the Plan.
Stock-Based Award Activity and Balances
Options are granted at exercise prices based on the Company’s common stock price on the date of grant. The options and RSU grants generally vest over a one-to four-year period. There have been no awards granted with performance conditions or market conditions for the periods presented. The options have a contractual term of ten years. The fair value of options is estimated using the Black‑Scholes option pricing model, which has various inputs, including the grant date common share price, exercise price, risk‑free interest rate, volatility, expected life and dividend yield. The change of any of these inputs could significantly impact the determination of the fair value of the Company’s options as well as significantly impact its results of operations. The fair value of RSU grants is determined at the grant date based on the common share price. The Company records stock-based compensation expense net of actual forfeitures when they occur.
The significant assumptions used in the Black-Scholes option-pricing are as follows:
Expected Volatility. The Company has limited data regarding company‑specific historical or implied volatility of its share price. Consequently, the Company estimates its volatility based on the average historical volatility of the stock price from a set of peer companies and its own stock performance, since our shares do not have sufficient trading history. Management considers factors such as stage of life cycle, competitors, size, market capitalization and financial leverage in the selection of similar entities.
Expected Term. The expected term represents the period of time in which the options granted are expected to be outstanding. The Company estimates the expected term of options with consideration of vesting date, contractual term, and historical experience. The expected term of “plain vanilla” options is estimated based on the midpoint between the vesting date and the end of the contractual term under the simplified method permitted by the SEC implementation guidance. The weighted‑average expected term of the Company’s options is approximately six years.
Risk‑Free Rate. The risk‑free interest rate is selected based upon the implied yields in effect at the time of the option grant on U.S. Treasury zero‑coupon issues with a term approximately equal to the expected life of the option being valued.
Dividends. The Company does not anticipate paying cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield rate of zero.
The weighted-averages for assumptions used in determining the fair value of stock options granted were as follows:
Year Ended December 31,
20212020
Volatility
78.9%61.2%
Risk-free interest rate
1.2%1.4%
Expected life (years)
6.256.14
Dividend yield rate
—%—%
A summary of stock option activity under the Plan for the year ended December 31, 2021 and 2020, is presented below:
Weighted
WeightedAverage
AverageRemainingAggregate
StockExerciseContractualIntrinsic
OptionsPer ShareTerms (Years)Value
Outstanding as of December 31, 20193,977,401 14.07 8.51$7,198 
Granted
1,322,119 8.89 
Exercised
— 
Cancelled/forfeited
(892,022)15.62 
Outstanding as of December 31, 20204,407,498 $12.20 7.66$50 
Granted
357,125 9.18 
Exercised
(99,435)9.81 
Cancelled/forfeited
(742,902)16.21 
Outstanding as of December 31, 20213,922,286 $11.23 7.10$455 
Exercisable as of December 31, 20212,316,637 $11.44 6.67$98 
Vested and expected to vest as of December 31, 20213,922,286 $11.23 7.10$455 
The aggregate intrinsic value of outstanding and exercisable options represents the excess of the fair market value of our common stock over the exercise price of underlying options as of December 31, 2021 and 2020. The total intrinsic value of options exercised during the year ended December 31, 2021 was $200. There were no options exercised during the year ended December 31, 2020.
During the years ended December 31, 2021 and 2020, the Company recorded expenses related to stock options of $5,302 and $7,968, respectively. As of December 31, 2021, there was $6,358 of total unrecognized compensation cost, net of actual forfeitures, related to stock option-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted-average period of 1.68 years.
A summary of RSU activity under the Plan for the year ended December 31, 2021 and 2020, is presented below:
Weighted
RestrictedAverage
StockGrant Date
UnitsFair Value
Outstanding as of December 31, 2019229,870 $15.89 
Granted
1,301,439 5.88 
Vested
(186,870)13.6 
Forfeited
(170,698)7.21 
Outstanding as of December 31, 20201,173,741 $6.42 
Granted
1,850,243 7.94 
Vested
(566,788)5.08 
Forfeited
(530,729)7.22 
Outstanding as of December 31, 20211,926,467 $8.06 
During the years ended December 31, 2021 and 2020, the Company recorded expenses related to restricted stock units of $4,274 and $2,615, respectively. Total fair value of RSUs vested during the years ended December 31, 2021 and 2020 was
$5,892 and $1,980, respectively. As of December 31, 2021, there was $11,768 of total unrecognized compensation cost, net of actual forfeitures, related to RSU-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted-average period of 2.87 years.
The following table summarizes stock-based compensation expense arising from the above Plan:
Year Ended December 31,
20212020
Selling, general and administrative$9,372 $10,408 
Research and development204 176 
Total stock-based compensation expense$9,576 $10,584 
In addition, during the years ended December 31, 2021 and 2020, the Company capitalized $63 and $21, respectively, of stock-based compensation expense in capitalized software. Capitalized software is a component of intangible assets and is presented in the accompanying balance sheets. See Note 4. Goodwill and Intangible Assets for capitalized software information.