Stockholders' Equity and Stock Options | 7. Stockholders’ Equity and Stock Options Common Stock and Prefunded Warrants On May 28, 2020, the Company entered into a securities purchase agreement with certain accredited investors (the “Purchasers”) for the sale by the Company in a private placement of 6,105,359 shares of the Company’s common stock and prefunded warrants to purchase an aggregate of 628,403 shares of the Company’s common stock, for a price of $ 11.88 per share of the common stock and $ 11.87 per prefunded warrant. The prefunded warrants are exercisable at an exercise price of $ 0.01 and are exercisable indefinitely. The Purchasers may exercise the prefunded warrants on a cashless basis in the event that there is no effective registration statement covering the resale of the shares of common stock underlying the prefunded warrants on the date in which the Company is required to deliver the shares. The private placement closed on June 1, 2020. The aggregate gross proceeds for the issuance and sale of the common stock and prefunded warrants were $ 80.0 million; transaction costs totaled $ 4.6 million and resulted in net proceeds of $ 75.4 million. The Company’s Registration Statement on Form S-3, filed with the SEC on June 26, 2020, registered the resale of 6,105,359 shares of common stock sold and the 628,403 shares of common stock underlying the prefunded warrants. MTS Health Partners served as placement agent to the Company in connection with the private placement. As partial compensation for these services, the Company issued MTS Health Partners 35,260 shares of common stock. As of June 30, 2023 , the Company’s Certificate of Incorporation, as amended and restated, authorized the Company to issue up to 115,000,000 shares of $ 0.001 par value common stock, of which 43,269,200 shares were issued and outstanding, and up to 5,000,000 shares of $ 0.001 par value undesignated preferred stock, of which no shares were issued or outstanding. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock, if any. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders . Common stockholders are entitled to receive dividends, as may be declared by the board of directors of the Company (the “Board”), if any. No cash dividends have been declared or paid to date. In September 2022, the Company sold 25,558,750 shares of common stock at a public offering price of $ 3.15 per share and received net proceeds, net of underwriting discounts and commissions and offering costs of $ 75.2 million. 2022 ATM Agreement On November 10, 2022, the Company entered into a sales agreement (the "ATM Agreement") with Guggenheim Securities, LLC in connection with the establishment of an “at-the-market” offering program under which the Company may sell up to an aggregate of $ 50.0 million of shares of common stock (the “ATM Shares”) from time to time. Under the ATM Agreement, the Company sets the parameters for the sale of ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitations on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the ATM Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act. The Company pays its investment bank a commission equal to 3.0 % of the gross proceeds of any ATM Shares sold through its investment bank under the ATM Agreement and reimburses the investment bank for certain specified expenses. The ATM Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and its investment bank, other customary obligations of the parties and termination provisions. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the ATM Agreement. The ATM Shares will be offered and sold pursuant to the Company’s Registration Statement on Form S-3, filed by the Company on November 10, 2022 and effective as of November 21, 2022 (the “Registration Statement”), and the sales agreement prospectus that forms a part of such Registration Statement. As of the date of this Quarterly Report on Form 10-Q, no ATM Shares have been sold pursuant to the ATM Agreement. 2020 Equity Incentive Plan The Board adopted the 2020 Equity Incentive Plan (the "2020 Plan") on July 16, 2020 and the stockholders of the Company approved the 2020 Plan on September 29, 2020. The 2020 Plan replaces the predecessor plans (the "Prior Plans") that the Company assumed following its merger with Zafgen in May 2020. Options outstanding under the Prior Plans will remain outstanding, unchanged, and subject to the terms of the Prior Plans and the respective award agreements, and no further awards will be made under the Prior Plans. However, if any award previously granted under the Prior Plans, expires, terminates, is canceled, or is forfeited for any reason after the approval of the 2020 Plan, the shares subject to that award will be added to the 2020 Plan share pool so that they can be utilized for new grants under the 2020 Plan. The 2020 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit ("RSU") awards, and cash or other stock-based awards. ISOs may be granted only to the Company’s employees, including the Company’s officers, and the Company's employees, as well as officers and employees of its affiliates. All other awards may be granted to the Company’s employees, including the Company’s officers, the Company’s non-employee directors and consultants, and the employees and consultants of the Company’s affiliates. The maximum number of shares that may be issued in respect of any awards under the 2020 Plan is the sum of: (i) 1,700,000 shares plus (ii) an annual increase on January 1, 2021 and each anniversary of such date thereafter through January 1, 2030, equal to the lesser of (A) 4 % of the shares issued and outstanding on the last day of the immediately preceding fiscal year, or (B) such smaller number of shares as determined by the Board (collectively, the “Plan Limit”). The maximum aggregate number of shares that may be issued under the 2020 Plan is 8,000,000 over the ten-year term of the 2020 Plan. As permitted by the 2020 Plan, the Company added 1,730,768 and 708,418 shares available for grant to the 2020 Plan on January 1, 2023 and January 1, 2022, respectively. As of June 30, 2023 , 906,429 shares of common stock were available for grant under the 2020 Plan. Stock Option Valuation The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted to employees: June 30, 2023 Risk-free interest rate 3.64 % Expected term (in years) 6.23 Expected volatility 94 % Dividend yield 0.00 % Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023 (amounts in millions, except for share, contractual term, and per share data): Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value (a) Shares Price Term (in years) (in millions) Outstanding as of December 31, 2022 3,071,528 $ 12.13 7.6 Options granted 1,473,200 4.93 Options forfeited/expired ( 61,401 ) 11.53 Outstanding as of June 30, 2023 4,483,327 $ 9.78 7.9 $ 0.1 Exercisable as of June 30, 2023 1,965,860 $ 13.08 6.5 $ — Vested and expected to vest as of June 30, 2023 4,483,327 $ 9.78 7.9 $ 0.1 (a) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were "in the money" at June 30, 2023 . Option Grants During the six months ended June 30, 2023 , the Company granted options to purchase 1,293,200 shares of common stock to employees under the 2020 Plan. The options have an exercise price equal to the closing stock price as of the grant date, and vest over four years , with 25 % vesting on the first anniversary of the grant and the remainder vesting in equal monthly installments thereafter. The weighted-average grant date fair value of options granted under the 2020 Plan during the six months ended June 30, 2023 was $ 3.77 . At December 31, 2022, the aggregate intrinsic value of outstanding options granted under the 2020 Plan was $ 0.3 million. As noted in the table above, the aggregate intrinsic value of outstanding options at June 30, 2023 was $ 0.1 million. As of June 30, 2023 , total unrecognized compensation expense related to unvested stock options granted under the 2020 Plan was $ 12.8 million, which is expected to be recognized over a weighted average period of 2.38 years. Inducement Stock Option Grant During the six months ended June 30, 2023 , the Company granted options to purchase 180,000 shares of common stock granted outside of the 2020 Plan. This grant was made pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq listing rule 5635(c)(4). The options issued under this inducement grant have an exercise price equal to the closing stock price as of the grant date, and vest over four years , with 25 % vesting on the first anniversary of the grant and the remainder vesting in equal monthly installments thereafter. The weighted-average grant date fair value of options granted under this inducement grant during the six months ended June 30, 2023 was $ 4.62 . As of June 30, 2023 , total unrecognized compensation expense related to unvested inducement options granted was $ 0.8 million, which is expected to be recognized over a weighted average period of 3.61 years. Restricted Stock Units In January 2023, RSUs were granted under the 2020 Plan to the Company's employees in order to maintain retention of key employees. The value of an RSU award is based on the Company's stock price on the date of the grant. The shares underlying the RSUs are not issued until the RSUs vest. Activity with respect to the Company's RSUs during the six months ended June 30, 2023 was as follows (in millions, except share, contractual term, and per share data): Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Grant Date Contractual Value (a) Shares Fair Value Term (in years) (in millions) Outstanding as of December 31, 2022 — $ — Restricted stock units granted 650,000 4.94 Restricted stock units forfeited ( 4,000 ) 4.94 Outstanding as of June 30, 2023 646,000 $ 4.94 2.1 $ 2.0 Unvested and expected to vest as of June 30, 2023 646,000 $ 4.94 2.1 $ 2.0 Restricted Stock Unit Grants The RSUs vest annually over four years and have a weighted-average grant date fair value of $ 4.94 per unit. As of June 30, 2023 , total unrecognized compensation expense for RSUs was $ 2.9 million, which is expected to be recognized over a weighted-average period of 3.59 years. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 864 $ 694 $ 1,608 $ 1,349 General and administrative 1,178 981 2,268 1,961 $ 2,042 $ 1,675 $ 3,876 $ 3,310 |