Stockholders’ Equity

6 Months Ended

Jun. 30, 2020

11.	Stockholders’ Equity

The following tables present changes in stockholders’ equity for the six-month periods ended June 30, 2020 and 2019 (in thousands, except share data):

					Additional		Accumulated Other						Total
	Common				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity
Balance at December 31, 2019		50,198,044	$	5	$	570,493	$	261		$	(300,878	)	$	269,881
Issuance of common stock through at-the-market offerings, net of issuance costs of $48		351,252		-		5,079		-			-			5,079
Exercise of stock options		53,579		-		336		-			-			336
Equity-based compensation		-		-		4,157		-			-			4,157
Other comprehensive income		-		-		-		112			-			112
Net loss		-		-		-		-			(31,806	)		(31,806	)
Balance at March 31, 2020		50,602,875		5		580,065		373			(332,684	)		247,759
Issuance of common stock through follow-on offering, net of issuance costs of $369		6,301,370		1		107,731		-			-			107,732
Issuance of common stock in private placement with Regeneron		925,218		-		12,580		-			-			12,580
Issuance of common stock through at-the-market offerings, net of issuance costs of $23		755,848		-		9,643		-			-			9,643
Exercise of stock options		83,631		-		1,035		-			-			1,035
Issuance of shares under employee stock purchase plan		55,296		-		685		-			-			685
Equity-based compensation		-		-		4,764		-			-			4,764
Other comprehensive loss		-		-		-		(218	)		-			(218	)
Net loss		-		-		-		-			(32,393	)		(32,393	)
Balance at June 30, 2020		58,724,238	$	6	$	716,503	$	155		$	(365,077	)	$	351,587

					Additional		Accumulated Other						Total
	Common				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		(Loss) Income			Deficit			Equity
Balance at December 31, 2018		45,224,480	$	5	$	478,968	$	(28	)	$	(201,025	)	$	277,920
Retroactive adjustment to beginning accumulated deficit for adoption of ASC 842		-		-		-		-			(320	)		(320	)
Issuance of common stock through at-the-market offerings, net of issuance costs of $120		223,818		-		3,639		-			-			3,639
Exercise of stock options		30,800		-		360		-			-			360
Equity-based compensation		-		-		4,592		-			-			4,592
Other comprehensive income		-		-		-		87			-			87
Net loss		-		-		-		-			(21,940	)		(21,940	)
Balance at March 31, 2019		45,479,098		5		487,559		59			(223,285	)		264,338
Issuance of common stock through at-the-market offerings, net of issuance costs of $3		1,986,579		-		31,413		-			-			31,413
Exercise of stock options		203,072		-		1,664		-			-			1,664
Issuance of shares under employee stock purchase plan		45,826		-		534		-			-			534
Equity-based compensation		-		-		4,404		-			-			4,404
Other comprehensive income		-		-		-		196			-			196
Net loss		-		-		-		-			(25,683	)		(25,683	)
Balance at June 30, 2019		47,714,575	$	5	$	525,574	$	255		$	(248,968	)	$	276,866

Follow-on Offering

On June 1, 2020, the Company entered into an underwriting agreement related to a public offering of 6,301,370 shares of its common stock, par value $0.0001 per share, including the exercise in full by the underwriters of their option to purchase an additional 821,917 shares, at the public offering price of $18.25 per share. The offering closed on June 5, 2020 and the Company received net proceeds of $107.7 million, after deducting the underwriting discount, commissions and approximately $0.4 million in offering expenses.

Shares Issued In Private Placement to Regeneron

As described in Note 7 above, in May 2020 the Company entered into an amendment to its collaboration agreement with Regeneron that was entered into in April 2016. Simultaneously, the Company and Regeneron entered into the 2020 Stock Purchase Agreement, under which the Company sold to Regeneron 925,218 shares of its common stock, par value $0.0001 per share, for aggregate cash consideration of $30.0 million, or $32.42 per share, representing a 100% premium over the volume-weighted average trading price of the Company’s common stock during the 30-day period prior to the closing. Under the 2020 Stock Purchase Agreement, Regeneron will not dispose of any shares of common stock it beneficially owns in the Company until the termination of the Technology Collaboration Term (see Note 7). After applying equity accounting guidance to measure the issuance of the shares, $12.6 million was recorded as fair value in the condensed consolidated statement of stockholders’ equity for the shares.

At-the-Market Offering Programs

In October 2018, the Company entered into an Open Market Sale Agreement (the “2018 Sales Agreement”) with Jefferies LLC (“Jefferies”), under which Jefferies was able to offer and sell, from time to time in “at-the-market” offerings, shares of its common stock having aggregate gross proceeds of up to $100.0 million. The Company paid to Jefferies cash commissions of 3.0% of the gross proceeds of sales of common stock under the 2018 Sales Agreement. The Company issued 5,890,648 shares of its common stock at an average price of $16.98 per share in accordance with the 2018 Sales Agreement for aggregate net proceeds of $96.4 million, after payment of cash commissions to Jefferies and approximately $0.6 million related to legal, accounting and other fees in connection with the sales. All shares related to the 2018 Sales Agreement had been sold as of December 31, 2019.

In August 2019, the Company entered into an Open Market Sale Agreement (the “2019 Sales Agreement”) with 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 Sales Agreement. During the year ended December 31, 2019, the Company issued 287,231 shares of its common stock, in a series of sales, at an average price of $16.48 per share, in accordance with the 2019 Sales Agreement for aggregate net proceeds of $4.4 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. During the six months ended June 30, 2020, the Company issued 1,107,100 shares of its common stock in a series of sales at an average price of $13.78 per share in accordance with the 2019 Sales Agreement, for aggregate net proceeds of $14.7 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 June 30, 2020, $130.0 million in shares of common stock remain eligible for sale under the 2019 Sales Agreement.