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Common Stock | 6 Months Ended
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Jun. 30, 2023
Equity [Abstract] |
Common Stock | 8. COMMON STOCK [a] Authorized 150,000,000 authorized common shares, par value of $0.001, and 5,000,000 preferred shares, par value of $0.001. [b] Issued and outstanding shares At-the-Market Sales Agreement On December 21, 2021, we entered into an At-the-Market Offering Sales Agreement, or ATM, with Virtu Americas, LLC, as sales agent, pursuant to which we may sell shares of common stock with an aggregate offering price of up to $25 million. Since entry into the ATM, from December 21, 2021 through June 30, 2023, we offered and sold an aggregate of 200,000 shares of our common stock. These aggregate sales resulted in gross proceeds to us of approximately $1.5 million. As of June 30, 2023, shares of our common stock having an aggregate value of approximately $23.5 million remained available for sale under the ATM. During the three and six months ended June 30, 2023, we did no t sell any shares of our common stock pursuant to the ATM. November 2022 Private Placement In November 2022, we entered into subscription agreements with certain accredited investors pursuant to which we sold to the purchasers in a private placement transaction approximately 4,093,141 units at a purchase price of $4.625 per unit, with each unit consisting of two shares of common stock and a common stock purchase warrant to purchase one share of common stock, or the November 2022 Warrants. The November 2022 Warrants are exercisable at a price per share of common stock of $4.50, subject to adjustment. The November 2022 Warrants are exercisable beginning on the six-month anniversary of the initial closing date of the private placement offering, May 18, 2023, or the Initial Exercise Date, and will expire on the seven year anniversary of the initial closing date of the private placement offering, or November 18, 2029. The November 2022 Warrants cannot be exercised by a warrant holder if, after giving effect thereto, such warrant holder would beneficially own more than 19.99% of our outstanding common stock. Additionally, subject to certain exceptions, if, after the Initial Exercise Date, (i) the volume weighted average price of our common stock for each of 30 consecutive trading days, or the November 2022 Measurement Period, which November 2022 Measurement Period commenced on November 18, 2022, exceeds 300% of the exercise price (subject to adjustments for stock splits, recapitalizations, stock dividends and similar transactions), (ii) the average daily trading volume for such November 2022 Measurement Period exceeds $500,000 per trading day and (iii) certain other equity conditions are met, and subject to a beneficial ownership limitation, then we may call for cancellation of all or any portion of the November 2022 Warrants then outstanding. We received approximately $17.8 million in net proceeds from the private placement after deducting placement agent expenses and commissions and offering expenses. May 2023 Registered Direct Offering In May 2023, we entered into a securities purchase agreement with certain purchasers, pursuant to which we sold 3,000,000 shares of common stock at a price of $5.50 per share in a registered direct offering. The offering of the shares was made pursuant to our shelf registration statement on Form S-3 (File No. 333-261811), including the prospectus dated January 5, 2022 contained therein, and the prospectus supplement dated May 25, 2023. The registered direct offering raised total gross proceeds of approximately $16.5 million, and after deducting approximately $1.2 million in placement agent fees and offering expenses, we received net proceeds of approximately $15.3 million. Equity Award Issuances and Settlements During the three and six months ended June 30, 2023, we did no t issue any shares of common stock to satisfy stock option exercises, and issued 139,750 shares of our common stock to satisfy restricted stock unit settlements. During the three and six months ended June 30, 2022 we did no t issue any shares of common stock to satisfy stock option exercises and we issued 26,625 shares of our common stock to satisfy restricted stock unit settlements. [c] Stock options 2018 Equity Incentive Plan As of June 30, 2023, we had reserved, pursuant to the 2018 Equity Incentive Plan, or the 2018 Plan, 1,722,253 shares of common stock for issuance upon exercise of stock options and settlement of restricted stock units by employees, directors, officers and consultants of ours, of which 1,180,905 were reserved for options currently outstanding, 507,875 for restricted stock units currently outstanding, and 33,473 were available for future equity grants. Under the 2018 Plan, we may grant options to purchase common shares or restricted stock units to our employees, directors, officers and consultants. The exercise price of the options is determined by our board of directors, or Board, but will be at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over three to four years for options issued to employees and consultants, and over one to three years for members of our Board. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2018 Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. The terms for accelerated vesting, in the event of a change in control, is determined at our discretion and defined under the employment agreements for our officers and certain of our employees. New Employee Inducement Grants We grant stock options as a material inducement to new employees for entering into employment agreements with us in accordance with Nasdaq Listing Rule 5635(c)(4). The stock options approved under the inducement grants are issued pursuant to a stock option agreement on terms substantially similar to those described in our 2018 Plan. The exercise price of the options is determined by our board of directors but will be at least equal to the fair value of the common shares at the grant date. The options vest in accordance with terms as determined by our Board. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. For the three and six months ended June 30, 2023, we granted zero and 40,000 inducement stock options to new employees, respectively. As of June 30, 2023, 135,000 stock options granted as new employee inducement grants were outstanding. 2023 Non-Employee Director Equity Incentive Plan As of June 30, 2023, we had reserved, pursuant to the 2023 Non-Employee Director Equity Incentive Plan, or the 2023 Non-Employee Director Plan, 300,000 shares of common stock for issuance upon exercise of stock options by non-employee directors, of which 132,750 shares were reserved for options currently outstanding and 167,250 shares were available for future equity grants. Under the 2023 Non-Employee Director Plan, we may grant options to purchase shares of our common stock or restricted stock units to our non-employee directors. The exercise price of the options is determined by our Board but will be at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over one to three years. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2023 Non-Employee Director Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. 2017 Equity Incentive Plan As of June 30, 2023, we had reserved, pursuant to the 2017 Equity Incentive Plan, or the 2017 Plan, 13,156 shares of common stock for issuance upon exercise of currently outstanding stock options by employees, directors and officers of ours. Upon the effectiveness of our 2018 Plan, we ceased granting equity awards under our 2017 Plan. Under the 2017 Plan, we granted options to purchase shares of common stock or restricted stock units to our employees, directors, officers and consultants. The exercise price of the options was determined by our Board but was at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over three to four years for options issued to employees and consultants, and over one to three years for members of our Board. The expiry date for each option was set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2017 Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. The terms for accelerated vesting, in the event of a change in control, is determined at our discretion and defined under the employment agreements for our officers and certain of our employees. 2010 Performance Incentive Plan As of June 30, 2023, we had reserved, pursuant to the 2010 Performance Incentive Plan, or the 2010 Plan, 171 shares of common stock for issuance upon exercise of currently outstanding stock options by employees, directors and officers of ours. Upon the effectiveness of our 2017 Plan, we ceased granting equity awards under our 2010 Plan. Under the 2010 Plan we granted options to purchase shares of common stock and restricted stock units to our employees, directors, officers and consultants. The exercise price of the options was determined by our board of directors and was at least equal to the fair value of the shares of common stock at the grant date. The options vest in accordance with terms as determined by our Board, typically over three to four years for options issued to employees and consultants, and over one to three years for members of our Board. The expiry date for each option is set by our Board with a maximum expiry date of ten years from the date of grant. In addition, the 2010 Plan allows for accelerated vesting of outstanding equity awards in the event of a change in control. The terms for accelerated vesting, in the event of a change in control, is determined at our discretion and defined under the employment agreements for our officers and certain of our employees. Stock Option Summary We grant stock options that vest over time in accordance with terms as determined by our Board, which are typically four years for employee and consultant grants and one to three years for Board option grants. We also grant stock option awards that vest in conjunction with certain performance conditions to executive officers, employees and consultants. At each reporting date, we are required to evaluate whether achievement of the performance conditions is probable. Compensation expense is recorded over the appropriate service period based upon our assessment of accomplishing each performance condition. The expiry date for each option is set by our Board, which is typically seven to ten years. The exercise price of the options is determined by our Board. Stock option transactions and the number of stock options outstanding are summarized below:
|  | Number of |  |  | Weighted |
|  | Optioned |  |  | Average |
|  | Common |  |  | Exercise |
|  | Shares |  |  | Price |
Balance, December 31, 2022 |  |  | 822,515 |  |  | $ | 18.57 |
Granted |  |  | 639,500 |  |  |  | 5.23 |
Expired |  |  | (33 | ) |  |  | 26,045.33 |
Balance, June 30, 2023 |  |  | 1,461,982 |  |  | $ | 12.15 |
The fair value of each stock award for employees and directors is estimated on the grant date and for consultants at each reporting period, using the Black-Scholes option-pricing model based on the weighted-average assumptions noted in the following table:
|  | Six Months Ended |
|  | June 30, |
|  | 2023 |  |  | 2022 |
Risk-free interest rates |  |  | 3.60 | % |  |  | 1.65 | %
Expected dividend yield |  |  | 0 | % |  |  | 0 | %
Expected life |  |  | 5.75 |  |  |  | 5.80 |
Expected volatility |  |  | 115.19 | % |  |  | 122.80 | %
The expected life was calculated based on the simplified method as permitted by the SEC’s Staff Accounting Bulletin 110, Share-Based Payment. We consider the use of the simplified method appropriate because of the lack of sufficient historical exercise data following the Arrangement. The computation of expected volatility was based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization for grants with an expected life of five years or more. For grants with an expected life of less than five years, the expected volatility was calculated based on the historical volatility of the shares of our common stock. The risk-free interest rate is based on a U.S. Treasury instrument whose term is consistent with the expected life of the stock options. In addition to the assumptions above, as required under ASC 718, management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. Forfeiture rates are estimated using historical actual forfeiture rates. These rates are adjusted on a quarterly basis and any change in compensation expense is recognized in the period of the change. We have never paid or declared cash dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. The results for the periods set forth below included share-based compensation expense for stock options, restricted stock units and employee share purchase plan compensation expenses in the following expense categories of the consolidated statements of loss (in thousands):
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Research and development |  | $ | 403 |  |  | $ | 289 |  |  | $ | 786 |  |  | $ | 564 |
General and administrative |  | $ | 786 |  |  |  | 551 |  |  |  | 1,489 |  |  |  | 1,099 |
Total stock-based compensation |  | $ | 1,189 |  |  | $ | 840 |  |  | $ | 2,275 |  |  | $ | 1,663 |
As of June 30, 2023, the total unrecognized compensation expense related to stock options granted was $4.8 million, which is expected to be recognized as expense over a period of approximately 2.09 years from June 30, 2023. [d] Loss Per Share For the six months ended June 30, 2023, a total of 7,090,100 shares, consisting of warrants to purchase 5,120,243 shares, options exercisable for 1,461,982 shares and 507,875 restricted stock units, have not been included in the loss per share computation, as their effect on diluted per share amounts would have been anti-dilutive. For the same period in 2022, a total of 2,315,337 shares underlying options, restricted stock units and warrants have not been included in the loss per share computation. Additionally, the outstanding Convertible Term Loan is included in the calculation of diluted per share amounts only if its inclusion is dilutive for periods during which the notes were outstanding. As of June 30, 2023, the outstanding Convertible Term Loan was not included in the calculation of diluted per share amounts as its effect would have been anti-dilutive. [e] Restricted Stock Unit Awards We grant restricted stock unit awards that generally vest and are expensed over a four-year period. We also grant restricted stock unit awards that vest in conjunction with certain performance conditions to certain executive officers, key employees and consultants. At each reporting date, we are required to evaluate whether achievement of the performance conditions is probable. Compensation expense is recorded over the appropriate service period based upon our assessment of accomplishing each performance condition. For the three and six months ended June 30, 2023, we recorded a compensation expense of $0.5 million and $1.0 million, respectively, related to these awards, compared to $0.3 million and $0.5 million, respectively, for the three and six months ended June 30, 2022. The following table summarizes our restricted stock unit award activity during the six months ended June 30, 2023:
|  |  |  |  | Weighted |
|  | Number |  |  | Average |
|  | of |  |  | Grant Date |
|  | Shares |  |  | Fair Value |
Balance, December 31, 2022 |  |  | 252,875 |  |  | $ | 8.77 |
Granted |  |  | 394,750 |  |  |  | 4.90 |
Released |  |  | (139,750 | ) |  |  | 9.18 |
Balance, June 30, 2023 |  |  | 507,875 |  |  | $ | 5.65 |
As of June 30, 2023, we had approximately $2.1 million in total unrecognized compensation expense related to our restricted stock unit awards that is to be recognized over a weighted-average period of approximately 0.57 years. [f] Non-employee options and restricted stock units We recognize non-employee stock-based compensation expense over the period of expected service by the non-employee. As the service is performed, we are required to update our valuation assumptions, re-measure unvested options and restricted stock units and record the stock-based compensation using the valuation as of the vesting date. This differs from the accounting for employee awards where the fair value is determined at the grant date and is not subsequently adjusted. This re-measurement may result in higher or lower stock-based compensation expense in the Consolidated Statements of Loss and Comprehensive Loss. As such, changes in the market price of our stock could materially change the value of an option or restricted stock unit and the resulting stock-based compensation expense. [g] Employee Share Purchase Plan Our Board and stockholders approved the 2017 Employee Stock Purchase Plan, or ESPP, in August 2017. Contributions are made by eligible employees, subject to certain limits defined in the ESPP. The maximum number of shares authorized to be purchased under the ESPP is 344,613 shares. All shares purchased under the ESPP are new share issuances. During the three and six months ended June 30, 2023 and 2022, no shares were purchased under the ESPP. [h] Common Stock Warrants The following is a summary of outstanding warrants to purchase common stock as at June 30, 2023:
|  | Total |  |  |  |  |  |
|  | Outstanding |  |  | Exercise |  |  |
|  | and |  |  | price per |  |  |
|  | Exercisable |  |  | Share |  |  | Expiration Date
(1) Warrants issued in October 2018 financing |  |  | 31,215 |  |  | $ | 62.890 |  |  | October 2023
(2) Warrants issued in May 2019 financing |  |  | 60,000 |  |  | $ | 90.000 |  |  | May 2025
(3) Warrants issued in December 2019 financing |  |  | 510,924 |  |  | $ | 2.310 |  |  | December 2024
(4) Warrants issued in April 2020 financing |  |  | 182,461 |  |  | $ | 7.240 |  |  | April 2025
(5) Warrants issued in April 2020 financing |  |  | 24,375 |  |  | $ | 7.320 |  |  | April 2025
(6) Warrants issued in April 2020 financing |  |  | 25,270 |  |  | $ | 7.590 |  |  | April 2025
(7) Pre-Funded warrants issued in August 2020 financing |  |  | 142,857 |  |  | $ | 0.001 |  |  | *
(8) Warrants issued in December 2020 financing |  |  | 50,000 |  |  | $ | 8.750 |  |  | December 2025
(9) Warrants issued in November 2022 financing |  |  | 4,093,141 |  |  | $ | 4.500 |  |  | November 2029
*The pre-funded warrants do not have an expiration date. The agreements governing the above warrants include the following terms: • certain warrants have exercise prices which are subject to adjustment for certain events, including the issuance of stock dividends on our common stock and, in certain instances, the issuance of our common stock or instruments convertible into our common stock at a price per share less than the exercise price of the respective warrants (specifically those issued under the December 2019 Public Offering and November 2022 Private Placement); • warrant holders may exercise the warrants through a cashless exercise if, and only if, we do not have an effective registration statement then available for the issuance of the shares of our common stock. If an effective registration statement is available for the issuance of our common stock a holder may only exercise the warrants through a cash exercise; • the exercise price and the number and type of securities purchasable upon exercise of the warrants are subject to adjustment upon certain corporate events, including certain combinations, consolidations, liquidations, mergers, recapitalizations, reclassifications, reorganizations, stock dividends and stock splits, a sale of all or substantially all of our assets and certain other events; and • in the event of an “extraordinary transaction” or a “fundamental transaction” (as such terms are defined in the respective warrant agreements), generally including any merger with or into another entity, sale of all or substantially all of the Company’s assets, tender offer or exchange offer, or reclassification of its common stock, in which the successor entity (as defined in the respective warrant agreements) that assumes the successor entity is not a publicly traded company, the Company or any successor entity will pay the warrant holder, at such holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the extraordinary transaction or fundamental transaction, an amount of cash equal to the value of such holder’s warrants as determined in accordance with the Black Scholes option pricing model and the terms of the respective warrant agreement. In some circumstances, we or successor entity may be obligated to make such payments regardless of whether the successor entity that assumes the warrants is a publicly traded company. For the six months ended June 30, 2023, unexercised warrants to purchase 114,100 shares, issued in June 2018, expired pursuant to their terms. For the six months ended June 30, 2023, warrants to purchase 98,333 shares, issued in the December 2019 financing, were exercised at a per share price of $2.31, for proceeds of $0.2 million. For the six months ended June 30, 2022, warrants to purchase 3,709 shares, issued in the December 2019 financing, were exercised at a per share price of $6.60, for proceeds of $24,480. As of June 30, 2023, all of our outstanding warrants were classified as equity.

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