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Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity
8.
Stockholders’ Equity

Authorized, Issued, and Outstanding Common Shares

The Company’s authorized common stock has a par value of $0.001 per share and consists of 150,000,000 shares as of December 31, 2024 and 2023; 37,973,991 and 37,207,799 shares were issued and outstanding at December 31, 2024 and 2023, respectively.

Shares Reserved for Future Issuance

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

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Outstanding stock options

 

 

2,905,029

 

 

 

1,867,795

 

Outstanding restricted stock units

 

 

3,120,374

 

 

 

1,886,374

 

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

 

 

—

 

 

 

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

 

 

 

7,516,267

 

Warrants to purchase common stock associated with Loan Agreement

 

 

198,811

 

 

 

198,811

 

Warrants 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 11)

 

 

—

 

 

 

848,202

 

For possible future issuance under 2024 Plan (Note 11)

 

 

5,864,196

 

 

 

—

 

For possible future issuance under employee stock purchase plan

 

 

1,431,393

 

 

 

1,474,045

 

For possible future issuance under 2015 Plan (Note 11)

 

 

637,050

 

 

 

633,590

 

Total common shares reserved for future issuance

 

 

41,061,320

 

 

 

40,613,284

 

Liquidation Rights

In the event of any liquidation or dissolution of the Company, the holders of the common stock are entitled to the remaining assets of the Company legally available for distribution.

Dividends and Voting Rights

The holders of the common stock are entitled to receive dividends if and when declared by the Company.

Preferred Stock

On May 7, 2014, the Company amended and restated its articles of incorporation relating to its approved capital structure. The Company’s board of directors has authorized the Company, subject to limitations prescribed by Delaware law, to issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. The Company’s board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders. The Company’s board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. There were no shares of preferred stock issued and outstanding as of December 31, 2024 and 2023.

Common Stock Sales Agreement

On November 6, 2024, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $50.0 million of shares of its common stock, par value $0.001, through Cantor, as sales agent. Sale of the common stock, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Global Market and any other trading market for the common stock, and sales to or through a market maker other than on an exchange. The Company is not obligated to make any sales of common stock under the Sales Agreement. The offering of common stock pursuant to the Sales Agreement will terminate upon (a) the sale of all of the shares

of common stock subject to the Sales Agreement or (b) the termination of the Sales Agreement by the Company or by Cantor. During the year ended December 31, 2024, the Company sold zero shares of its common stock under the Sales Agreement.

April 2022 Public Offering

On April 22, 2022, the Company entered into an Equity Underwriting Agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC, as representative of the several underwriters (the “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) prefunded 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 will accompany the common stock or prefunded warrants, to purchase up to an aggregate of 15,000,000 shares of the Company’s common stock. The prefunded warrants entitle the holders to purchase up to 11,666,667 shares of common stock and have an unlimited term and an exercise price of $0.001 per share. The warrants entitle the holders to purchase up to an aggregate of 15,000,000 shares of common stock and have a seven-year term and an exercise price of $3.45 per share. The warrants that accompany the prefunded warrants have an additional provision entitling the holder thereof to purchase a prefunded warrant rather than a share of common stock at the warrant exercise price less the exercise price of the prefunded warrant purchased. Each warrant is exercisable immediately upon issuance, subject to certain limitations on beneficial ownership. 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 prefunded warrants, $2.999 per prefunded warrant and accompanying warrants.

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 years ended December 31, 2024 and 2023 given their nominal exercise price. For the years ended December 31, 2024 and 2023, zero and 4,150,400 of the prefunded warrants from the April 2022 Public Offering were exercised for total proceeds of zero and $4,150, respectively.

Public Offering Warrant Liabilities

The outstanding warrants associated with the December 2020 public offering 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 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. During the year ended December 31, 2024 and 2023, the Company recognized a gain of $13.8 million and a loss of $3.2 million, respectively, due to the change in fair value of the warrant liabilities. As of December 31, 2024 and 2023, the fair value of the warrant liabilities were $13.7 million and $21.8 million, respectively.

Warrant Associated with Danforth Advisors

Pursuant to a consulting agreement with Danforth Advisors (“Danforth”) entered into in November 2021, the Company issued to Danforth a warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $5.50 per share. The warrant will expire five years from the date of the grant.