9. Common Stock

The Company is authorized to issue 100,000,000 shares of common stock as of December 31, 2015 and 2014, respectively.

Common Stock Issuances

On July 25, 2014, the Company completed a public offering of 4,600,000 shares of common stock at $5.50 per share, which the Company refers to as the 2014 public offering. Net proceeds to the Company in connection with the 2014 public offering were approximately $23.0 million after deducting underwriting discounts, commissions and offering expenses.

On November 7, 2014, the Company filed a $100 million registration statement on Form S-3 with the SEC and also entered into an at-the-market facility (ATM) to sell up to $25 million of common stock under the registration statement, under which, as of December 31, 2015, the Company has sold shares of common stock with aggregate net proceeds of $4.3 million.

On July 27, 2015, pursuant to a shelf registration statement on Form S-3, the Company completed the issuance of 8,188,000 shares of its common stock at $2.81 per share in an underwritten public offering, which the Company refers to as the 2015 public offering. Net proceeds to the Company in connection with this offering were approximately $21.1 million after deducting underwriting discounts, commissions and other offering expenses.

Common Stock Warrants

In connection with a 2013 financing and the Company’s private placement of common stock and warrants in September 2013, October 2013 and January 2014, the Company issued five-year warrants to purchase 1,741,788 shares of CymaBay’s common stock at an exercise price of $5.75 per share which the Company refers to here as the 2013 financing warrants. The Company also issued seven-year warrants to purchase 121,739 shares of CymaBay’s common stock to its lenders at an exercise price of $5.00 per share in September 2013. In August 2015, the Company issued ten-year warrants to purchase 114,436 shares of CymaBay’s common stock to its lenders at an exercise price of $2.84 per share. The 2013 financing warrants contain provisions that are contingent on the occurrence of a change in control, which would conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) on the date of such change in control. Due to these provisions, the Company is required to account for the 2013 financing warrants issued in September 2013, October 2013 and January 2014 and all the lender warrants as a liability at fair value. In addition, the estimated liability related to these warrants is required to be revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability will be revalued and reclassified to stockholders’ equity, or expiration of the warrants. These warrants were recorded at fair value upon issuance and were revalued at fair value as of December 31, 2015 and 2014 using a binomial lattice model. The resulting decrease in fair value of $11.1 million for the year ended December 31, 2015 was recorded as a revaluation gain and the increase in fair value of $7.2 million for the year ended December 31, 2014 was recorded as a revaluation loss in other income (expense), net in the Company’s Statement of Operations and Comprehensive Loss.

 

Shares of Common Stock Authorized for Issuance

As of December 31, 2015 and December 31, 2014, the Company had reserved shares of authorized but unissued common stock as follows:

 

		December 31, 2015				December 31, 2014
Common stock warrants			1,667,398				1,768,347
Equity incentive plans			2,284,421				1,549,616
Total reserved shares of common stock			3,951,819				3,317,963