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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2021
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders’ Equity Preferred Stock
|  |  |  |  | Shares Outstanding as of December 31,
| Shares Authorized |  | Shares Issued |  | 2021 |  | 2020
Series C Preferred Stock, par $0.001 | 1,091 |  |  | 1,091 |  |  | 9 |  |  | 9 |
In June 2020, 14 shares of the Company’s Series C preferred stock were converted into an aggregate of 5,147 shares of the Company’s common stock. The holder of a share or shares of Series C preferred stock has the right at any time, at such holder’s option, to convert all or any lesser portion of such holder’s shares of the preferred stock into fully paid and non-assessable shares of common stock. As of December 31, 2021, the conversion value w as $27.20 per share, such that the outstanding shares of Series C preferred stock were convertible into an aggregate of 3,309 shares of common stock. Common Stock On November 9, 2021, the Company entered into an ATM Equity Offering SM Sales Agreement (the “2021 Sales Agreement”) with outside sales agents (collectively, the “Sales Agents”) for the offer and sale of its common stock for an aggregate offering price of up to $300.0 million. The 2021 Sales Agreement provides that the Sales Agents will be entitled to compensation in an amount equal to up to 3.0% of the gross sales proceeds of any common stock sold through the Sales Agents under the 2021 Sales Agreement. For the year ended December 31, 2021, the Company sold 6,955,341 shares of its common stock under the 2021 Sales Agreement. The sales were made at a weighted average price of $6.96 per share, resulting in aggregate net proceeds of $47.7 million. As of December 31, 2021 there was $251.6 million of remaining capacity under the 2021 Sales Agreement. On January 25, 2021, the Company closed an underwritten public offering of 20,355,000 shares of common stock at a public offering price of $8.50 per share. The net proceeds to the Company, after deducting the underwriters' discounts and commissions and other offering expenses, were $162.1 million. On April 3, 2020, the Company and the Placement Agent entered into a new Sales Agreement (the "2020 Sales Agreement") to sell shares of its common stock. On April 3, 2020 and May 12, 2020, the Company filed prospectus supplements pursuant to the 2020 Sales Agreement for the offer and sale of its Common Stock for aggregate gross proceeds of up to an aggregate of $250.0 million. During the year ended December 31, 2020, the Company sold a total of 22,919,934 shares of its common stock under the 2020 Sales Agreement. The sales were made at a weighted average price of $10.91 per share resulting in aggregate net proceeds of $246.2 million. As of December 31, 2020, there was no remaining capacity under the 2020 Sales Agreement. In May 2018, the Company entered into a Sales Agreement with an outside placement agent (the “Placement Agent”) to sell shares of its common stock with aggregate gross proceeds of up to $100.0 million, from time to time, through an “at-the-market” equity offering program under which the Placement Agent will act as sales agent. During the first quarter of 2020, the Company and the Placement Agent entered into amendments to the Sales Agreement (as so amended, the "2018 Sales Agreement") to increase the amount of common stock that could be sold under the 2018 Sales Agreement from $100.0 million to $250.0 million. During the three months ended March 31, 2020, the Company sold 43,148,952 shares of its common stock under the 2018 Sales Agreement. The sales were made at a weighted average price of $4.92 per share, resulting in aggregate net proceeds of $208.2 million. As of March 31, 2020, there was no remaining capacity under the 2018 Sales Agreement. Stock Options and Restricted Stock Units The Company has a stock-based incentive plan, the 2016 Omnibus Incentive Plan (as amended to date, the "2016 Incentive Plan"), pursuant to which the Company may grant stock options, restricted stock awards, restricted stock units and other stock-based awards or short-term cash incentive awards to employees, directors and consultants. The 2016 Incentive Plan was originally approved by the Company's stockholders on May 13, 2016, and an amendment to the plan to increase the number of shares available for issuance was approved by the stockholders on May 8, 2019. As of December 31, 2021, the maximum number of shares of the Company’s common stock available for issuance over the term of the 2016 Incentive Plan was 20,000,000 shares. On the first business day of each calendar year, such maximum number of shares shall be increased by 2,000,000 shares of common stock unless the Board determines, prior to January 1 for any such calendar year, to increase such maximum amount by a fewer number of shares or not to increase the maximum amount at all for such year. On January 1, 2022, the maximum number of shares increased by 2,000,000. At December 31, 2021, the Company had 4,481,745 shares of common stock available for future grant under the 2016 Incentive Plan, 2,448,868 shares underlying outstanding but unvested restricted stock units and options outstanding to purchase 8,060,957 shares of common stock under the 2016 Incentive Plan. The awards granted and available for future grant under the 2016 Incentive Plan generally vest over three years and have a maximum contractual term of ten years. The 2016 Incentive Plan terminates by its terms on March 9, 2026. The Amended and Restated 2007 Omnibus Incentive Plan (the "2007 Incentive Plan") was adopted on March 31, 2007 and terminated by its terms on March 31, 2017. At December 31, 2021, the Company had options outstanding to purchase 2,428,036 shares of common stock under the 2007 Incentive Plan. The awards granted under the 2007 Incentive Plan generally vest over three years and have a maximum contractual term of ten years. Total employee and director stock-based compensation expense recognized in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 was $25.0 million, $14.5 million and $9.8 million, respectively, of which $13.4 million, $8.0 million and $5.9 million was included in research and development expenses and $11.6 million, $6.5 million and $3.9 million was included in general and administrative expenses, respectively. At December 31, 2021 and 2020, there was $16.5 million and $4.4 million, respectively, of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 2.0 years and 1.4 years, respectively. At December 31, 2021 and 2020, there was $13.4 million and $10.9 million, respectively, of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.8 years and 1.9 years, respectively. The fair value of stock options granted to non-employees was estimated using the Black-Scholes pricing model. Total stock-based compensation expense for stock options and restricted stock units granted to non-employees for the years ended December 31, 2021, 2020 and 2019 was $1.4 million, $1.2 million and $970,000, respectively. As of December 31, 2021, options to purchase 632,375 shares of common stock granted to non-employees remained outstanding. The following table summarizes total stock options outstanding at December 31, 2021:
|  | Options Outstanding |  | Options Exercisable
Exercise Price |  | Shares Underlying Options Outstanding |  | Weighted-Average Remaining Contractual Life (in Years) |  | Weighted Average Exercise Price |  | Shares Underlying Options Exercisable |  | Weighted Average Exercise Price
$1.60-$3.00 |  | 272,063 |  |  | 1.8 |  | $ | 2.25 |  |  | 262,148 |  |  | $ | 2.24 |
$3.01-$6.00 |  | 2,583,652 |  |  | 6.8 |  | $ | 3.80 |  |  | 2,137,202 |  |  | $ | 3.88 |
$6.01-$9.00 |  | 4,148,238 |  |  | 6.4 |  | $ | 7.60 |  |  | 2,848,150 |  |  | $ | 7.48 |
$9.01-$12.00 |  | 2,562,668 |  |  | 8.8 |  | $ | 10.95 |  |  | 827,259 |  |  | $ | 10.77 |
$12.01-$15.00 |  | 824,184 |  |  | 5.1 |  | $ | 13.54 |  |  | 663,646 |  |  | $ | 13.40 |
$15.01-$25.62 |  | 98,188 |  |  | 8.6 |  | $ | 20.64 |  |  | 52,227 |  |  | $ | 20.67 |
|  | 10,488,993 |  |  | 6.9 |  | $ | 7.93 |  |  | 6,790,632 |  |  | $ | 7.22 |
At December 31, 2021, the aggregate intrinsic value of options outstanding was $3.8 million, the aggregate intrinsic value of options exercisable was $3.1 million, and the weighted average remaining contractual term of options exercisable was 5.9 years. At December 31, 2021, the aggregate intrinsic value of unvested restricted stock units was $12.2 million and the aggregate intrinsic value of restricted stock units which vested during the year ended December 31, 2021 was $12.7 million. At December 31, 2021, options to purchase 10,488,993 shares of common stock and 2,448,868 restricted stock units were expected to vest. Stock option activity under the Company’s equity incentive plans during the year ended December 31, 2021 was as follows:
| Number of Shares |  | Weighted-Average Exercise Price
Balance, December 31, 2020 | 8,906,624 |  |  | $ | 6.78 |
Granted | 3,483,118 |  |  | 10.29 |
Exercised | (1,310,263) |  |  | 5.09 |
Cancelled | (590,486) |  |  | 10.81 |
Balance, December 31, 2021 | 10,488,993 |  |  | $ | 7.93 |
Restricted stock unit activity under the Company’s equity incentive plans during the year ended December 31, 2021 was as follows:
| Number of Shares |  |
Balance, December 31, 2020 | 2,558,052 |  |  |
Granted | 1,392,124 |  |  |
Vested | (1,387,384) |  |  |
Cancelled | (113,924) |  |  |
Balance, December 31, 2021 | 2,448,868 |  |  |
The weighted average exercise price per share was $4.56 for the 7,000 options which expired during the year ended December 31, 2021, $4.44 for the 78,750 options which expired during the year ended December 31, 2020 and $6.27 for the 324,502 options which expired during the year ended December 31, 2019. The weighted average grant date fair value per share was $7.61, $6.87 and $2.19 for options granted during the years ended December 31, 2021, 2020 and 2019, respectively. The weighted average grant date fair value was $10.37, $9.12 and $3.09 per share for restricted stock units granted during the years ended December 31, 2021, 2020 and 2019, respectively. The Company received $6.7 million, $12.3 million and $113,000 in proceeds from the exercise of stock options during the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate intrinsic value of options exercised was $7.0 million, $14.2 million and $25,000 during the years ended December 31, 2021, 2020 and 2019, respectively. On August 28, 2020, the Company granted 663,353 performance-based RSUs to key employees under the 2016 Incentive Plan. The RSUs will vest in two tranches as follows: 50% of the shares in each tranche will vest upon achievement of the predetermined performance milestones and the remaining 50% of the shares in each tranche will vest upon subsequent completion of a one-year service period. The grant date fair value of the performance-based RSUs was $8.0 million based on the grant date closing price per share of $12.06. As of December 31, 2021, the underlying performance milestones of the RSUs were not probable of achievement, and no stock-based compensation expense was recognized for the performance-based RSUs for the year then ended.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 + Details
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