Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

8. Stockholders’ Equity

At-The-Market Common Stock Offerings

In August 2020, the Company filed a prospectus supplement, pursuant to which it sold $20.0 million of its common stock in At-The-Market (ATM) offerings. In February, May and November 2021, the Company filed prospectus supplements pursuant to which it can issue and sell an aggregate of up to an additional $130.0 million of its common stock from time to time in ATM offerings. During the year ended December 31, 2021 and 2020, the Company sold 4,316,968 and 732,752 shares, respectively, under the ATM program for net proceeds of $78.2 million and $8.9 million, respectively, net of commissions and offering expenses. As of December 31, 2021, there was $59.6 million remaining available under the ATM program.

Common Stock Reserved for Issuance

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to effect the conversion of all outstanding options granted and available for grant under the incentive plans, shares reserved for issuance under the employee stock purchase plan and issued warrants.

	December 31, 2021		December 31, 2020
Shares reserved under Series A warrant		7,790,879		7,802,241
Shares reserved under Series B warrant		2,524,732		2,574,727
Shares reserved for future option grants under equity plans		1,207,827		1,117,796
Outstanding stock options under equity incentive plans		4,937,189		4,146,928
Outstanding warrants		727,122		727,122
Shares reserved under the 2015 employee stock purchase plan		17,500		17,500
Total common stock reserved for issuance		17,205,249		16,386,314

Preferred Stock

On November 13, 2019, the Company completed an underwritten public offering whereby it issued 103,000 shares of Series A convertible voting preferred stock (Series A Preferred Stock) together with Series A warrants and Series B warrants for a combined purchase price of $1,000. The aggregate net proceeds received by the Company from the offering were $97.7 million, net of underwriting discounts and commissions and offering expenses of $5.3 million. Each share of Series A Preferred Stock was convertible into shares of the Company’s common stock equal to the stated value of the Series A Preferred Stock of $1,000 divided by the voting conversion price of $13.20. On January 29, 2020, all shares of Series A Preferred Stock converted into 7,803,273 shares of the Company’s common stock.

Common Stock Warrants

In connection with the Company’s November 2019 public offering of the Series A Preferred Stock, the Company issued Series A warrants to purchase up to 7,802,241 shares of common stock at an exercise price equal to $13.20, and Series B warrants to purchase up to 2,574,727 shares of common stock at an exercise price equal to $13.20. Both Series A and Series B warrants are exercisable following stockholder approval in January 2020 of an increase in authorized common stock sufficient to allow for the exercise of the warrants, subject to certain beneficial ownership limitations. The Series A warrants will expire five years from the date they first became exercisable or on January 22, 2025 and contain a cash and/or cashless exercise provision. The Series B warrants will expire on the 75^th day anniversary following the announcement of top-line data

from the Company’s MOMENTUM Phase 3 clinical trial of momelotinib and may only be exercised by paying the exercise price in cash. With the announcement of topline data by the Company on January 25, 2022, the Series B warrants will expire on April 10, 2022 (see Note 11 for information pertaining to the exercise of Series B warrants subsequent to December 31, 2021).  During the year ended December 31, 2021, 151,500 Series B warrants to purchase 49,995 shares of common stock and 11,362 Series A warrants to purchase 11,362 shares of common stock were exercised for proceeds of $0.7 million and $0.1 million, respectively. There were no warrants exercised during the year ended December 31, 2020.

On September 8, 2021, the Company entered into Amendment No. 1 to Series A warrants and Amendment No. 1 to Series B warrants. These amendments clarified the methodology by which Series A warrants and Series B warrants would be assumed or settled in the event of a Fundamental Transaction, as defined under the warrant agreements, and provided for greater consistency in the treatment of these warrants by a publicly-traded or private buyer. The amendments did not result in changes to the fair value of these warrants. As such, no expense was recorded during the year ended December 31, 2021 relating to the modifications to the warrants.

In connection with obligations under the amendment to the Asset Purchase Agreement (See Note 7), the Company entered into a securities purchase agreement on January 31, 2020 and issued to Gilead 725,283 shares of the Company’s common stock and a warrant to purchase 725,283 shares of common stock at a price per share of $13.20. The warrant is immediately exercisable, will expire on January 31, 2025 and contains a cash and/or cashless exercise provision (see Note 11 for information pertaining to exercise of the warrant subsequent to December 31, 2021).

In August 2018, in connection with a Loan and Security Agreement (Loan Agreement) with Silicon Valley Bank (SVB), the Company issued a warrant to SVB to purchase 1,839 of the Company’s common stock at a price per share of $74.80. The warrant is immediately exercisable, will expire on August 21, 2028 and contains a cashless exercise provision.