v3.22.2

Stockholders’ Equity and Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Stockholders’ Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Follow-on Public Offerings On January 12, 2021 and January 25, 2021, the Company completed an underwritten public offering of 33.4 million and 38.3 million shares of common stock, respectively. The price to the public in the offerings on January 12, 2021 and January 15, 2021 was $3.05 and $6.00 per share, respectively. The net proceeds to the Company from the offerings, after deducting the underwriting discounts and commissions and other offering expenses, were $101.5 million and $229.6 million, respectively. Shelf Registration Statements; Ladenburg and Cowen At-the-Market Facilities In August 2020, the Company filed a shelf registration statement on Form S-3 with the SEC covering the offering, issuance and sale of up to $125 million of the Company’s securities, including up to $40 million of common stock, pursuant to an At Market Issuance Sales Agreement, with Ladenburg Thalmann & Co. Inc. acting as sales agent (the “Ladenburg ATM”). During October 2020 through January 2021, the Company sold approximately 27.0 million shares of common stock under the Ladenburg ATM and received net proceeds of $38.0 million after deducting aggregate offering costs. The Company terminated the Ladenburg ATM in March 2021. On January 19, 2021, the Company filed an automatically effective shelf registration statement on Form S-3 with the SEC as a “well-known seasoned issuer,” allowing for the Company to issue an indeterminate number or amount of its securities from time to time in one or more offerings. As of June 30, 2022, as a consequence of the Company’s re-qualification as a “smaller reporting company,” the Company may lose “well-known seasoned issuer” status at the time it files its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 if the worldwide market value of its voting and non-voting common equity held by its non-affiliates does not equal $700.0 million or more, calculated as of a date within 60 days prior to filing such report. If that were to occur and the Company were no longer considered a well-known seasoned issuer, the Company anticipates needing to amend its automatically effective shelf registration statement on Form S-3 prior to its filing of such annual report (or earlier if required by the Securities Act or the rules and regulations of the SEC) in order to sell securities under that Form S-3 on an ongoing basis. On March 23, 2021, the Company entered into a Sales Agreement with Cowen and Company, LLC (“Cowen”) which provides for the sale, in the Company’s sole discretion, of shares of common stock having an aggregate offering price of up to $350.0 million through or to Cowen, acting as sales agent or principal (the “Cowen ATM”). The Company agreed to pay Cowen a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide Cowen with customary indemnification and contribution rights. In August and September 2021, the Company sold approximately 2.3 million shares of common stock under the Cowen ATM at an average share price of $6.15 per share, and received gross proceeds of approximately $13.9 million before deducting offering costs of $0.6 million. There were no sales of common stock under the Cowen ATM from January 1, 2022 to June 30, 2022. Stock Warrants A summary of the Company’s warrant activity during the six months ended June 30, 2022 was as follows:
| Shares of Stock under Warrants |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Outstanding at January 1, 2022 | 4,356,000 |  |  | $ | 5.96 |  |  | 1.76 |  | $ | 785,000 |
Granted | — |  |  | — |  |  | — |  |  | — |
Exercised | — |  |  | — |  |  | — |  |  | — |
Canceled | — |  |  | — |  |  | — |  |  | — |
Outstanding at June 30, 2022 | 4,356,000 |  |  | $ | 5.96 |  |  | 1.27 |  | $ | 246,000 |
Stock Options A summary of the Company’s stock option activity during the six months ended June 30, 2022 was as follows:
| Shares of Stock under Stock Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Outstanding at January 1, 2022 | 12,765,000 |  |  | $ | 4.97 |  |  | 8.9 |  | $ | 7,891,000 |
Granted | 12,797,000 |  |  | 2.11 |  |  | — |  |  | — |
Exercised | (270,000) |  |  | 0.59 |  |  | — |  |  | 302,000 |
Canceled | (1,708,000) |  |  | 5.00 |  |  | — |  |  | — |
Outstanding at June 30, 2022 | 23,584,000 |  |  | $ | 3.47 |  |  | 9.08 |  | $ | 2,053,000 |
Vested and exercisable at June 30, 2022 | 4,976,000 |  |  | $ | 3.90 |  |  | 7.96 |  | $ | 1,327,000 |
For the three months ended June 30, 2022, the weighted-average grant date fair value of stock options granted was $1.17 per share. For the six months ended June 30, 2022, the weighted-average grant date fair value of stock options granted was $1.33 per share. Stock-Based Compensation The Company recognized stock-based compensation expense for the periods presented as follows:
| Three Months Ended June 30, |  | Six Months Ended June 30,
2022 |  | 2021 |  | 2022 |  | 2021
Research and development | $ | 3,468,000 |  |  | $ | 384,000 |  |  | $ | 6,795,000 |  |  | $ | 465,000 |
General and administrative | 2,309,000 |  |  | 1,374,000 |  |  | 4,084,000 |  |  | 1,664,000 |
Total stock-based compensation expense | $ | 5,777,000 |  |  | $ | 1,758,000 |  |  | $ | 10,879,000 |  |  | $ | 2,129,000 |
The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants during the periods presented were as follows:
| Three Months Ended June 30, |  | Six Months Ended June 30,
2022 |  | 2021 |  | 2022 |  | 2021
Risk-free interest rate | 2.8 | % |  | 1.1 | % |  | 2.1 | % |  | 1.1 | %
Expected volatility | 70.6 | % |  | 80.4 | % |  | 70.2 | % |  | 80.4 | %
Expected term (in years) | 5.7 |  | 6.0 |  | 6.0 |  | 6.0
Expected dividend yield | 0.0 | % |  | 0.0 | % |  | 0.0 | % |  | 0.0 | %
Restricted Stock Restricted Stock A restricted stock award in the amount of 5.0 million shares with a grant date fair value of $5.20 a share was granted as part of the acquisition of BioDiscovery. One-third of the Restricted Shares will vest on October 18, 2022 and one-twelfth of the Restricted Shares shall vest every three months following October 18, 2022, subject to continuous service of a key employee. The weighted average remaining contractual term for the restricted stock is 2.3 years as of June 30, 2022. The fair value of the restricted stock award is based on the market value of common stock as of the date of grant and is amortized to expense over the respective vesting period or the service period. Restricted Stock Units and Performance Stock Units The following table summarizes restricted share unit (“RSU”) activity during the six months ended June 30, 2022:
| Stock Units |  | Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2022 | 361,000 |  |  | $ | 4.74 |
Granted | — |  | —
Released | (131,000) |  | 4.74
Forfeited | — |  |  | — |
Outstanding at June 30, 2022 | 230,000 |  | $ | 4.74
The total intrinsic value of the RSUs that vested during the six months ended June 30, 2022 was $0.6 million, determined as of the date of vesting. The weighted average remaining contractual term for the RSUs is 0.9 years as of June 30, 2022. The following table summarizes performance share unit (“PSU”) activity during the six months ended June 30, 2022:
| Stock Units |  | Weighted- Average Grant Date Fair Value per Share
Outstanding at January 1, 2021 | 290,000 |  | $ | 4.74 |
Granted | — |  | —
Released | — |  | —
Forfeited | — |  | —
Outstanding at June 30, 2022 | 290,000 |  | $ | 4.74
The weighted average remaining contractual term for the PSUs is 2.9 years as of June 30, 2022. Executive Option Grants On February 15, 2022, the compensation committee of the Company’s board of directors granted various executive officers stock options to purchase an aggregate of 4.3 million shares of common stock at an exercise price of $2.18 a share, in each case with an effective grant date and vesting commencement date of February 15, 2022 (the “Grant Date”). These stock option grants were issued from the 2018 Stock Plan. The shares subject to the option shall vest monthly over 48 months beginning on the one-month anniversary of the Grant Date, such that the option shall be fully vested and exercisable on the four-year anniversary of the Grant Date.

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