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Stockholders’ Equity | 9 Months Ended
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Sep. 30, 2022
Share-Based Payment Arrangement [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 September 30, 2022, 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 September 30, 2022, 56,183,414 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. “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 could be sold from time to time for aggregate gross proceeds of up to $75,000 (the “ATM Program”). The Sales Agent was 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. Since August 2021, the Company has not sold any shares under the ATM Program and the Company terminated the ATM Program in May 2022. For the three months ended September 30, 2021, the Company sold a total of 724,835 shares of its common stock pursuant to the ATM Program at the prevailing market prices for total net proceeds of $8,203 and paid total commissions of $254 to the Sales Agent. For the nine months ended September 30, 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 a 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). As of September 30, 2022, the Company had an aggregate of 1,447,855 shares of its common stock available for future issuance under the Plan. Inducement Grants From time to time, the Company has granted equity awards to its newly hired employees, including executives, in accordance with Nasdaq Listing Rule 5635(c)(4) and outside of the Company’s Plan. Such grants were made pursuant to a stand-alone nonstatutory stock option agreement and a stand-alone RSU agreement, which were approved by the Compensation Committee of the Board of Directors. Any shares underlying the inducement grants are not, upon forfeiture, cancellation or expiration, returned to a pool of shares reserved for future issuance. In February 2022, the Company granted options to purchase 171,103 shares of common stock and 39,012 RSUs as a material inducement for the employment of the Senior Vice President of Corporate Development. In September 2022, the Company granted options to purchase 169,158 shares of common stock and 36,443 RSUs as a material inducement for the employment of the Chief Financial Officer. As of September 30, 2022, stock options to purchase 340,261 shares of common stock and 75,455 RSUs remained outstanding outside of 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 weighted-average assumptions used in determining the fair value of stock options granted were as follows:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Volatility | 83.8 | % |  | 79.6 | % |  | 78.6 | % |  | 78.9 | %
Risk-free interest rate | 3.25 | % |  | 1.12 | % |  | 1.92 | % |  | 1.16 | %
Expected life (years) | 6.25 |  | 6.25 |  | 6.19 |  | 6.25
Dividend yield rate | — | % |  | — | % |  | — | % |  | — | %
A summary of stock option activity for the nine months ended September 30, 2022, is presented below:
|  |  |  |  | Weighted |  |  |
|  |  | Weighted |  | Average |  |  |
|  |  | Average |  | Remaining |  | Aggregate |
| Stock |  | Exercise |  | Contractual |  | Intrinsic |
| Options |  | Per Share |  | Terms (Years) |  | Value |
Outstanding, December 31, 2021 | 3,922,286 |  |  | $ | 11.23 |  |  | 7.10 |  | $ | 455 |  |
Granted | 1,665,786 |  |  | 6.74 |  |  |  |  |  |
Exercised | (53,098) |  |  | 10.08 |  |  |  |  |  |
Canceled/forfeited | (602,342) |  |  | 14.17 |  |  |  |  |  |
Outstanding, September 30, 2022 | 4,932,632 |  |  | $ | 9.37 |  |  | 7.23 |  | $ | 4,245 |  |
Exercisable, September 30, 2022 | 2,860,912 |  |  | $ | 10.35 |  |  | 6.01 |  | $ | 1,338 |  |
The aggregate intrinsic value of outstanding and exercisable options represents the excess of the fair market value of the Company’s common stock over the exercise price of underlying options as of September 30, 2022 and December 31, 2021. A summary of RSU activity for the nine months ended September 30, 2022, is presented below:
|  |  | Weighted Average
|  |  | Grant Date
| Restricted |  | Fair Value
| Stock Units |  | Per Share
Outstanding, December 31, 2021 | 1,926,467 |  |  | $ | 8.06 |
Granted | 1,667,320 |  |  | 6.88 |
Vested | (553,328) |  |  | 8.22 |
Forfeited | (401,656) |  |  | 6.88 |
Outstanding, September 30, 2022 | 2,638,803 |  |  | $ | 7.46 |
The following table summarizes stock-based compensation expense:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Selling, general and administrative | $ | 2,398 |  |  | $ | 2,399 |  |  | $ | 8,236 |  |  | $ | 6,784 |
Research and development | 85 |  |  | 77 |  |  | 185 |  |  | 143 |
| $ | 2,483 |  |  | $ | 2,476 |  |  | $ | 8,421 |  |  | $ | 6,927 |

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