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Stockholders' Equity | 3 Months Ended
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Mar. 31, 2021
Equity [Abstract] |
Stockholders’ Equity | 7. Stockholders’ Equity As of March 31, 2021, the Company’s authorized capital stock consisted of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. The Company had 29,040,270 and 24,753,102 shares of common stock outstanding as of March 31, 2021 and December 31, 2020, respectively. Registered Direct Offering and related warrants On February 3, 2021, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with two institutional investors (the Purchasers), relating to the issuance and sale (the Offering) of an aggregate of 4,285,710 shares of common stock and warrants to purchase 1,285,713 shares of common stock (the Warrants) for aggregate gross proceeds to the Company from this Offering of approximately $30.0 million, excluding any proceeds the Company may receive upon exercise of the Warrants. No underwriter or placement agent participated in the Offering. The proceeds, net of related issuance costs, were $29.9 million. The Warrants are exercisable immediately upon issuance at an initial exercise price of $14.00 per share and are exercisable on a cashless basis. The Warrants expire on the earlier of (i) the fifth anniversary of issuance or (ii) the 15 th calendar date following the date on which the Company closes upon an equity financing that results in not less than $25 million of gross proceeds to the Company at a price per share of common stock equal to or greater than $25.00, at which time, all remaining Warrants will automatically be exercised on a cashless basis. The exercise price and the number of shares of common stock purchasable upon the exercise of the Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, reclassifications and combinations of the Company’s common stock. All of the warrants are recorded within equity in accordance with authoritative accounting guidance. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to appoint Dr. Yu (Katherine) Xu, Ph. D. to the Board as a nominee of the Purchasers. Follow-On Public Offering In August 2020, the Company completed an underwritten public offering of 5,461,169 shares of common stock at $7.00 per share, which included 461,169 shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares. The Company received gross proceeds from this offering totaling $38.2 million. The proceeds, net of underwriting discounts and related issuance costs, were $35.7 million. At-the-Market Offering Program In November 2019, the Company entered into an Open Market Sales Agreement SM with Jefferies LLC (Jefferies) under which the Company could offer and sell shares of its common stock from time to time, through an “at-the-market”, or ATM, equity offering program under which Jefferies acted as sales agent (2019 ATM Facility). The Company set certain parameters for the sale of shares, which included but were not limited to the number of shares to be issued, the time period during which sales are requested to be made, and any minimum price below which sales may not be made. Jefferies was entitled to compensation for its services at a commission rate of 3.0% of the gross sales price per share of common stock sold plus reimbursement of certain expenses. The maximum aggregate offering price of common stock that could be sold under the 2019 ATM Facility was $8.45 million. The 2019 ATM Facility was fully utilized as of early July 2020 and, therefore, there was no activity during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company sold an aggregate of 174,649 shares of its common stock under the 2019 ATM Facility resulting in net proceeds of $0.8 million. On July 14, 2020, the Company entered into a new ATM equity offering program (2020 ATM Facility) with Jefferies under which the Company may offer and sell shares of the Company’s common stock having an aggregate price of up to $150 million, from time to time, through Jefferies acting as our sales agent. During the three months ended March 31, 2021 and 2020, there was no activity under the 2020 ATM Facility. As of March 31, 2021, the Company sold an aggregate of 788,685 shares of common stock under the 2020 ATM Facility and received gross proceeds of $10.4 million. The Company paid commissions on the gross proceeds, plus reimbursement of expenses to Jefferies and other issuance costs in the aggregate amount of approximately $0.4 million, resulting in net proceeds of $10.0 million. Since March 31, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q, there have been no additional sales of the Company’s stock under the 2020 ATM Facility. Purchase Agreement On March 27, 2020, the Company entered into a purchase agreement (Purchase Agreement), with Lincoln Park Capital Fund, LLC (Lincoln Park), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $15.0 million of shares of its common stock from time to time over the 36-month term of the Purchase Agreement. Upon execution of the Purchase Agreement, the Company issued 65,374 shares of its common stock to Lincoln Park as commitment shares in accordance with the closing conditions contained within the Purchase Agreement. The commitment shares were valued using the closing price of the Company’s common stock on the effective date of the Purchase Agreement resulting in a fair market value of approximately $0.2 million. The fair market value of the commitment shares as well as other issuance costs associated with the Purchase Agreement totaled $0.4 million. These issuance costs are classified as prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. As shares of common stock are sold to Lincoln Park in accordance with the Purchase Agreement, the issuance costs, including the fair value of the commitment shares, will be reclassified to additional paid-in capital on the Company’s condensed consolidated balance sheet. There have been no sales of the Company’s stock under this Purchase Agreement as of March 31, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. Stock Options The following table summarizes the stock option activity during the three months ended March 31, 2021:
|  | Shares Subject to Options |  |  | Weighted- Average Exercise Price Per Share |  |  | Weighted Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value (in thousands) |
Options outstanding at December 31, 2020 |  |  | 2,463,317 |  |  | $ | 3.71 |  |  |  |  |  |  |
Granted |  |  | 1,493,500 |  |  | $ | 5.14 |  |  |  |  |  |  |
Exercised |  |  | (1,458 | ) |  | $ | 2.45 |  |  |  |  |  |  |
Forfeitures and cancellations |  |  | (8,542 | ) |  | $ | 3.96 |  |  |  |  |  |  |
Options outstanding at March 31, 2021 |  |  | 3,946,817 |  |  | $ | 4.25 |  |  |  | 8.51 |  |  | $ | 11,473 |
Options exercisable at March 31, 2021 |  |  | 1,210,431 |  |  | $ | 3.48 |  |  |  | 6.83 |  |  | $ | 4,453 |
(a) Aggregate intrinsic value in this table was calculated as the positive difference, if any, between the closing price per share of the Company’s common stock on March 31, 2021 of $7.15 and the price of the underlying options. At March 31, 2021, unamortized stock compensation for stock options was $11.0 million, with a weighted-average recognition period of 2.9 years. Stock-Based Compensation Expense The non-cash stock-based compensation expense for all stock awards, net of forfeitures recognized as they occur, that was recognized in the condensed consolidated statements of operations is as follows (in thousands):
|  | Three Months Ended March 31, |
|  | 2021 |  |  | 2020 |
Research and development |  | $ | 474 |  |  | $ | 414 |
General and administrative |  |  | 570 |  |  |  | 373 |
Total |  | $ | 1,044 |  |  | $ | 787 |
Common Stock Reserved for Future Issuance Common stock reserved for future issuance at March 31, 2021 is as follows:
|  | March 31, |  |  | December 31, |
|  | 2021 |  |  | 2020 |
Stock options issued and outstanding |  |  | 3,946,817 |  |  |  | 2,463,317 |
Warrants for common stock |  |  | 1,366,141 |  |  |  | 80,428 |
Awards available under the 2018 Equity Incentive Plan |  |  | 792,228 |  |  |  | 1,039,531 |
Employee stock purchase plan |  |  | 860,060 |  |  |  | 612,529 |
Total |  |  | 6,965,246 |  |  |  | 4,195,805 |

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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 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 Reference 2: 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 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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