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Stockholders' Equity
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stockholders' Equity

9. Stockholders’ Equity

Authorized, Issued, and Outstanding Common Stock

The Company’s authorized common stock has a par value of $0.001 per share and consists of 150,000,000 shares as of June 30, 2023, and December 31, 2022; 37,175,665 and 32,682,342 shares were issued and outstanding at June 30, 2023, and December 31, 2022, respectively. For the three and six months ended June 30, 2023, 3,787,400 and 4,150,400 of the prefunded warrants from the April 2022 public offering were exercised for total proceeds of $3,787 and $4,150, respectively.

The following table summarizes common stock share activity for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

 

 

 

Three Months Ended June 30, 2023

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
(Deficit) Equity

 

Balance, March 31, 2023

 

 

33,327,627

 

 

$

36

 

 

$

426,214

 

 

$

(456,164

)

 

$

(29,914

)

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

122,260

 

 

 

122,260

 

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

728

 

 

 

—

 

 

 

728

 

Common stock issued, net of expenses

 

 

3,787,400

 

 

 

4

 

 

 

—

 

 

 

—

 

 

 

4

 

Common stock issued for vested restricted stock units

 

 

60,638

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance, June 30, 2023

 

 

37,175,665

 

 

$

40

 

 

$

426,942

 

 

$

(333,904

)

 

$

93,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2022

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity

 

Balance, March 31, 2022

 

 

29,221,158

 

 

$

32

 

 

$

403,825

 

 

$

(364,930

)

 

$

38,927

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(13,345

)

 

 

(13,345

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

1,100

 

 

 

—

 

 

 

1,100

 

Common stock issued, net of expenses

 

 

3,358,333

 

 

 

4

 

 

 

18,794

 

 

 

—

 

 

 

18,798

 

Common stock issued for vested restricted stock units

 

 

16,912

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance, June 30, 2022

 

 

32,596,403

 

 

$

36

 

 

$

423,719

 

 

$

(378,275

)

 

$

45,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2023

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity

 

Balance, December 31, 2022

 

 

32,682,342

 

 

$

36

 

 

$

425,485

 

 

$

(422,288

)

 

$

3,233

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

88,384

 

 

 

88,384

 

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

1,435

 

 

 

—

 

 

 

1,435

 

Common stock issued through employee stock purchase plan

 

 

2,662

 

 

 

—

 

 

 

4

 

 

 

—

 

 

 

4

 

Common stock issued, net of expenses

 

 

4,150,400

 

 

 

4

 

 

 

—

 

 

 

—

 

 

 

4

 

Common stock issued for vested restricted stock units

 

 

340,261

 

 

 

—

 

 

 

18

 

 

 

—

 

 

 

18

 

Balance, June 30, 2023

 

 

37,175,665

 

 

$

40

 

 

$

426,942

 

 

$

(333,904

)

 

$

93,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2022

 

 

 

Shares of
Common Stock

 

 

Common
Stock

 

 

Additional
Paid-in
Capital

 

 

Accumulated
Deficit

 

 

Total
Stockholders’
Equity

 

Balance, December 31, 2021

 

 

28,705,334

 

 

$

32

 

 

$

400,705

 

 

$

(359,479

)

 

$

41,258

 

Net loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(18,796

)

 

 

(18,796

)

Stock-based compensation expense

 

 

—

 

 

 

—

 

 

 

2,022

 

 

 

—

 

 

 

2,022

 

Common stock issued through employee stock purchase plan

 

 

3,120

 

 

 

—

 

 

 

10

 

 

 

—

 

 

 

10

 

Common stock issued, net of expenses

 

 

3,845,943

 

 

 

4

 

 

 

20,911

 

 

 

—

 

 

 

20,915

 

Common stock issued for vested restricted stock units

 

 

42,006

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Vested Loan Agreement warrants

 

 

—

 

 

 

—

 

 

 

71

 

 

 

—

 

 

 

71

 

Balance, June 30, 2022

 

 

32,596,403

 

 

$

36

 

 

$

423,719

 

 

$

(378,275

)

 

$

45,480

 

 

 

Shares Reserved for Future Issuance

The Company had reserved shares of common stock for future issuance as follows:

 

 

 

June 30, 2023

 

 

December 31, 2022

 

Outstanding stock options

 

 

1,970,536

 

 

 

1,740,308

 

Outstanding restricted stock units

 

 

2,194,251

 

 

 

633,270

 

Warrants to purchase common stock associated with March 2018 public offering – Series 2

 

 

—

 

 

 

798,810

 

Warrants to purchase common stock associated with December 2020 public offering - Series 2

 

 

6,800,000

 

 

 

6,800,000

 

Prefunded warrants to purchase common stock associated with December 2020 public offering

 

 

3,200,000

 

 

 

3,200,000

 

Warrants to purchase common stock associated with April 2022 Public Offering

 

 

15,000,000

 

 

 

15,000,000

 

Prefunded warrants to purchase common stock associated with April 2022 Public Offering

 

 

7,516,267

 

 

 

11,666,667

 

Warrants to purchase common stock associated with Loan Agreement

 

 

198,811

 

 

 

198,811

 

Warrant to purchase common stock associated with Danforth

 

 

50,000

 

 

 

50,000

 

For possible future issuance for the conversion of the March 2019 Notes

 

 

1,138,200

 

 

 

1,138,200

 

For possible future issuance under 2014 Plan (Note 10)

 

 

504,074

 

 

 

712,020

 

For possible future issuance under employee stock purchase plan

 

 

279

 

 

 

—

 

For possible future issuance under 2015 Plan (Note 10)

 

 

572,975

 

 

 

550,964

 

Total common shares reserved for future issuance

 

 

39,145,393

 

 

 

42,489,050

 

April 2022 Public Offering

On April 22, 2022, the Company entered into an Equity Underwriting Agreement with Guggenheim Securities, LLC, as representative of the several underwriters, relating to the offering, issuance and sale (the “April 2022 Public Offering”) of (a) 3,333,333 shares of the Company’s common stock, par value $0.001 per share, (b) pre-funded warrants, in lieu of common stock, to purchase 11,666,667 shares of the Company’s common stock, par value $0.001 per share, and (c) warrants, which accompany the common stock or pre-funded warrants, to purchase up to an aggregate of 15,000,000 shares of the Company’s common stock. The price to the public in the April 2022 Public Offering was $3.00 per share of common stock and accompanying warrants, or in the case of pre-funded warrants, $2.999 per pre-funded warrant and accompanying warrants, which resulted in $41.8 million of net proceeds to the Company after deducting the underwriting discount and offering expenses.

The prefunded warrants are classified as equity in accordance with ASC 815, Derivatives and Hedging, given the prefunded warrants are indexed to the Company’s own shares of common stock and meet the requirements to be classified in equity. The prefunded warrants were recorded at their relative fair value at issuance in the stockholders’ equity section of the balance sheet and the prefunded warrants are considered outstanding shares in the basic earnings per share calculation for the three and six months ended June 30, 2023 and 2022.

Common Stock Purchase Agreement and Sales Agreements

On April 10, 2020, the Company entered into the Common Stock Purchase Agreement with Aspire Capital (the “Common Stock Purchase Agreement”) pursuant to which the Company had the right to sell to Aspire Capital from time to time in its sole discretion up to $20.0 million in shares of the Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. The Common Stock Purchase Agreement expired in October 2022. During the three and six months ended June 30, 2022, the Company sold zero and 375,000 shares of its common stock and received net proceeds of zero and $1.5 million under the Company's Common Stock Purchase Agreement, respectively.

During the three and six months ended June 30, 2023, the Company sold zero shares of its common stock under the Controlled Equity OfferingSM Sales Agreements with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co. Inc. (the “Sales Agreements”). During the three and six months ended June 30, 2022, the Company sold zero and 137,610 shares of its common stock and received net proceeds of zero and $0.7 million under the Company's Sales Agreements, respectively.

Warrants Associated with the March 2018, December 2020, and April 2022 Public Offerings

The outstanding warrants associated with the March 2018 and December 2020 public offerings contain a provision where the warrant holder has the option to receive cash, equal to the Black-Scholes fair value of the remaining unexercised portion of the warrant, as cash settlement in the event that there is a fundamental transaction (contractually defined to include various merger, acquisition or stock transfer activities). Due to this provision, ASC 480, Distinguishing Liabilities from Equity, requires

that these warrants be classified as liabilities. The fair values of these warrants have been determined using the Black-Scholes valuation model, and the changes in the fair value are recorded in the accompanying unaudited condensed consolidated statements of operations. The outstanding warrants associated with the April 2022 public offering meet the definition of a derivative pursuant to ASC 815, Derivatives and Hedging, and do not meet the derivative scope exception given the warrants do not qualify under the indexation guidance. As a result, the April 2022 public offering warrants were initially recognized as liabilities and measured at fair value using the Black-Scholes valuation model. For the three months ended June 30, 2023 and 2022, the Company recognized gains of $8.2 million and $9.7 million, respectively, and for the six months ended June 30, 2023 and 2022, recognized a loss of $13.5 million and a gain of $19.7 million, respectively, on the warrant liabilities fair value adjustment. As of June 30, 2023 and December 31, 2022, the fair value of the warrant liabilities was $32.1 million and $18.6 million, respectively.