Common Stock

3 Months Ended

Mar. 31, 2023

Common Stock [Abstract]

COMMON STOCK

NOTE 9: COMMON STOCK

The Company is authorized to issue 490,000,000 shares of voting common stock, 2,000,000 shares of non-voting common stock, and 10,000,000 shares of undesignated preferred stock. There were 109,428,211 shares of voting common stock, no shares of non-voting common stock and no shares of preferred stock issued and outstanding as of March 31, 2023.

As of March 31, 2023 and December 31, 2022, the Company had shares of its common stock reserved for future issuance as follows:

	March 31,		December 31,
	2023		2022
Outstanding and issued common stock options		8,903,590		6,169,180
Common stock warrants		4,999,863		4,999,863
Outstanding restricted stock units		2,616,820		2,617,445
Shares available for grant under 2021 Employee Stock Purchase Plan		1,249,573		869,117
Shares available for grant under 2021 Equity Incentive Plan		1,220,496		1,383,661
Shares available for grant under 2022 Inducement Equity Incentive Plan		201,841		1,295,672
Total shares of common stock reserved		19,192,183		17,334,938

Shelf Registration Statement and Public Offering

In October 2022, the Company filed a shelf registration statement on Form S-3 (the “Prior S-3”) with the U.S. Securities and Exchange Commission (“SEC”). The Company could sell from time to time up to $150.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the Prior S-3. In April 2023, the Company filed a new shelf registration statement on Form S-3 (“New S-3”) with the SEC, which was declared effective on May 5, 2023 and superseded the Prior S-3. The Company can sell from time to time up to $250.0 million of common stock, preferred stock, debt securities, warrants, rights, units or depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the New S-3. The terms of any offering under the New S-3 will be established at the time of such offering and will be described in a prospectus supplement to the New S-3 filed with the SEC prior to the completion of any such offering.

In January 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”). The Company sold 69,000,000 shares of common stock, including 9,000,000 shares issued as a result of the exercise of the Underwriters’ option to purchase 9,000,000 shares and received net proceeds of $96.9 million.

ATM Offering

In November 2022, the Company entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. (the “Agent”) pursuant to which the Company may offer and sell through or to the Agent, as sales agent or principal, shares of the Company’s common stock from time to time (the “ATM Offering”). On November 10, 2022, the Company filed with the SEC a prospectus supplement under the Prior S-3 in connection with the ATM Offering, pursuant to which the Company could offer and sell shares of common stock having an aggregate offering price of up to $15.5 million. In January 2023, the Company issued and sold an aggregate of 2,337,496 shares of common stock for net proceeds of $4.5 million.

On May 5, 2023, the Company filed with the SEC a prospectus under the New S-3 in connection with the ATM Offering, pursuant to which the Company can now offer and sell shares of common stock having an aggregate offering price of up to $75.0 million.

Approximately $175.0 million remained available and unallocated under the New S-3 and $75.0 million remained available under the ATM Offering.