Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

13. Stockholders’ Equity

The following tables present changes in stockholders’ equity for the nine-month periods ended September 30, 2023 and 2022 (in thousands, except share data):

					Additional		Accumulated Other						Total
	Common				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2022		87,103,007	$	9	$	2,420,223	$	(7,461	)	$	(1,177,187	)	$	1,235,584
Issuance of common stock through    at-the-market offerings, net of    issuance costs of $62		35,349		-		1,466		-			-			1,466
Contingent consideration paid to Rewrite Holders		567,045		-		24,126		-			-			24,126
Exercise of stock options		48,353		-		755		-			-			755
Vesting of restricted stock units		342,025		-		-		-			-			-
Equity-based compensation		-		-		27,255		-			-			27,255
Other comprehensive loss - unrealized gain on    marketable securities		-		-		-		2,989			-			2,989
Other comprehensive loss - equity method    investment		-		-		-		1,794			-			1,794
Net loss		-		-		-					(103,126	)		(103,126	)
Balance at March 31, 2023		88,095,779		9		2,473,825		(2,678	)		(1,280,313	)		1,190,843
Exercise of stock options		30,371		-		465		-			-			465
Vesting of restricted stock units		151,853		-		-		-			-			-
Issuance of shares under employee    stock purchase plan		69,631		-		2,051		-			-			2,051
Equity-based compensation		-		-		36,400		-			-			36,400
Other comprehensive loss - unrealized loss on    marketable securities		-		-		-		(1,482	)		-			(1,482	)
Other comprehensive loss - equity method    investment		-		-		-		292			-			292
Net loss		-		-		-		-			(123,681	)		(123,681	)
Balance at June 30, 2023		88,347,634		9		2,512,741		(3,868	)		(1,403,994	)		1,104,888
Issuance of common stock through    at-the-market offerings, net of    issuance costs of $81		405,332		-		14,718		-			-			14,718
Exercise of stock options		241,123		-		4,384		-			-			4,384
Vesting of restricted stock units		103,732		-		-		-			-			-

Equity-based compensation		-		-		35,352		-			-			35,352
Other comprehensive loss - unrealized gain on marketable securities		-		-		-		142			-			142
Other comprehensive loss - equity method investment		-		-		-		154			-			154
Net loss		-		-		-		-			(122,224	)		(122,224	)
Balance at September 30, 2023		89,097,821	$	9	$	2,567,195	$	(3,572	)	$	(1,526,218	)	$	1,037,414
					Additional		Accumulated Other						Total
	Common				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity
Balance at December 31, 2021		74,485,883	$	7	$	1,745,870	$	(2,632	)	$	(703,001	)	$	1,040,244
Issuance of common stock through    at-the-market offerings, net of    issuance costs of $164		579,788		1		38,885		-			-			38,886
Exercise of stock options		503,830		-		8,435		-			-			8,435
Vesting of restricted stock units		54,666		-		-		-			-			-
Equity-based compensation		-		-		18,491		-			-			18,491
Other comprehensive loss - unrealized loss on    marketable securities		-		-		-		(5,128	)		-			(5,128	)
Other comprehensive loss - equity method    investment		-		-		-		(302	)		-			(302	)
Net loss		-		-		-		-			(146,872	)		(146,872	)
Balance at March 31, 2022		75,624,167		8		1,811,681		(8,062	)		(849,873	)		953,754
Exercise of stock options		315,747		-		4,827		-			-			4,827
Vesting of restricted stock units		36,515		-		-		-			-			-
Issuance of shares under employee    stock purchase plan		24,316		-		1,068		-			-			1,068
Equity-based compensation		-		-		23,068		-			-			23,068
Other comprehensive loss - unrealized loss on    marketable securities		-		-		-		(932	)		-			(932	)
Other comprehensive loss - equity method    investment		-		-		-		(560	)		-			(560	)
Net loss		-		-		-		-			(100,678	)		(100,678	)
Balance at June 30, 2022		76,000,745		8		1,840,644		(9,554	)		(950,551	)		880,547
Issuance of common stock through    at-the-market offerings, net of    issuance costs of $54		553,204		-		31,510		-			-			31,510
Exercise of stock options		33,336		-		722		-			-			722
Vesting of restricted stock units		662		-		-		-			-			-
Equity-based compensation		-		-		25,215		-			-			25,215
Other comprehensive loss - unrealized gain on marketable securities		-		-		-		991			-			991
Other comprehensive loss - equity method investment		-		-		-		(805	)		-			(805	)
Net loss		-		-		-		-			(113,229	)		(113,229	)
Balance at September 30, 2022		76,587,947	$	8	$	1,898,091	$	(9,368	)	$	(1,063,780	)	$	824,951

At-the-Market Offering Programs

2019 Sale Agreement

In August 2019, the Company entered into an Open Market Sale Agreement (the “2019 Sale Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, common stock having aggregate gross proceeds of up to $150.0 million. The Company agreed to pay Jefferies cash commissions of 3.0% of the gross proceeds of sales of common stock under the 2019 Sale Agreement. Under the 2019 Sale Agreement, the Company issued 3,778,889 shares of its common stock.

During the first quarter of 2022, the Company issued 579,788 shares of its common stock, in a series of sales, at an average price of $69.43 per share, in accordance with the 2019 Sale Agreement for aggregate net proceeds of $38.9 million, after payment of cash commissions to Jefferies and approximately $0.2 million related to legal, accounting and other fees in connection with the sales. The 2019 Sale Agreement expired in the third quarter of 2022.

2022 Sale Agreement

In March 2022, the Company entered into an Open Market Sale Agreement (the “2022 Sale Agreement”) with Jefferies, under which Jefferies is able to offer and sell, from time to time in “at-the-market” offerings, shares of the Company’s common stock having aggregate gross proceeds of up to $400.0 million. The Company agreed to pay Jefferies cash commissions of 3.0% of the gross proceeds of sales of common stock under the 2022 Sale Agreement. Through September 30, 2023, the Company issued 3,836,020 shares of its common stock under the 2022 Sale Agreement.

During the nine months ended September 30, 2023, the Company issued 440,681 shares of its common stock, in a series of sales, at an average price of $38.20 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $16.2 million, after payment of cash commissions to Jefferies and approximately $0.1 million related to legal, accounting and other fees in connection with the sales.

During the nine months ended September 30, 2022, the Company issued 553,204 shares of its common stock, in a series of sales, at an average price of $58.82 per share, in accordance with the 2022 Sale Agreement for aggregate net proceeds of $31.5 million, after payment of cash commissions to Jefferies and approximately $0.1 million related to legal, accounting and other fees in connection with the sales. As of September 30, 2022, $8.3 million of these proceeds were recorded as an other current asset on the Company’s condensed consolidated balance sheet, representing offerings with trade dates in September 2022 that were settled in October 2022.

As of September 30, 2023, $188.2 million in shares of common stock remain eligible for sale under the 2022 Sale Agreement.

Approval of Additional Authorized Shares

In June 2023, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 120,000,000 to 240,000,000. The increase in the number of authorized shares was approved by the holders of a majority of the outstanding shares of the Company’s common stock at its Annual Meeting of Stockholders held on June 14, 2023.