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Stockholders' Equity
 3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Stockholders' Equity

Note 7. Stockholders’ Equity

Equity Distribution Agreement

On March 31, 2021, the Company filed a registration statement on Form S-3 containing a prospectus and prospectus supplement under which the Company may offer and sell up to $75 million in shares of its common stock, from time to time, pursuant to an open market sale agreement with Jeffries LLC and by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 (the “ATM Program”). Pursuant to the “baby shelf rules” promulgated by the SEC, if the Company’s public float is less than $75.0 million as of specified measurement periods, the number of shares of common stock that may be offered and sold by the Company under a Form S-3 registration statement, including pursuant to the ATM Program, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of the Company’s public float. As of March 31, 2023, due to the SEC’s “baby shelf rules,” the Company was permitted to sell up to $13.2 million of shares of common stock pursuant to the ATM Program. The Company will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time as its public float exceeds $75.0 million. Through March 31, 2023, no shares of common stock have been sold under the ATM program. Under the Securities Purchase Agreement described in Note 8, the Company is restricted from selling shares under the ATM Program until the later of (i) 4 months from April 28, 2023 and (ii) ninety days after the registration statement filed pursuant to the Securities Purchase Agreement has been declared effective.

Common Stock Warrants

As of March 31, 2023, there were 1,145,631 warrants exercisable into common stock (rounding for fractional shares and subject to beneficial ownership blockers).

 

 

 

Roll Forward of Warrant Activity

 

 

 

Registered direct
warrants, placement agent

 

 

Private placement warrants

 

 

Private placement warrants, placement agent

 

 

Warrants exchanged for common stock

 

 

Warrants exchanged for Series X1 preferred stock

 

 

Total

 

Balance as of December 31, 2022

 

 

9,581

 

 

 

319,064

 

 

 

9,177

 

 

 

509,117

 

 

 

298,692

 

 

 

1,145,631

 

Issued

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Cancelled/Expired

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance as of March 31, 2023

 

 

9,581

 

 

 

319,064

 

 

 

9,177

 

 

 

509,117

 

 

 

298,692

 

 

 

1,145,631

 

Exchange Agreement

On January 11, 2022, the Company entered into an exchange agreement (the “Series X1 Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., MSI BVF SPV, L.L.C. (collectively, the “BVF Exchanging Stockholders”), pursuant to which the Series X1 Exchanging Stockholders exchanged (the “Series X1 Exchange”) 550,000 shares of the Company’s common stock for 9,899.99 shares of Series X1 Non-Voting Convertible Preferred Stock.

Preferred Stock Warrants

As of March 31, 2023, there were 50,207.419 warrants exercisable into Series X1 Preferred Stock, which are convertible into 2,789,301 shares of common stock (rounding for fractional shares and subject to beneficial ownership conversion blockers).

 

 

 

Roll Forward of
Series X1
Convertible
Preferred
Warrant
Activity

 

 

 

Total

 

Balance as of December 31, 2022

 

 

50,207.419

 

Assumed and replaced

 

 

—

 

Exercised

 

 

—

 

Cancelled/Expired

 

 

—

 

Balance as of March 31, 2023

 

 

50,207.419

 

Stock-Based Compensation

Total stock-based compensation expense was recognized in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

 

 

 

For the Three Months
Ended March 31,

 

 

 

2023

 

 

2022

 

Research and development

 

$

397

 

 

$

880

 

General and administrative

 

 

984

 

 

 

1,306

 

Total stock-based compensation

 

$

1,381

 

 

$

2,186