Stockholders' Equity | 9. Stockholders’ Equity At the Market Offering In August 2020, the Company entered into an Open Market Sale Agreement SM with Jefferies LLC (ATM facility), under which the Company may offer and sell, from time to time, at its sole discretion, up to $ 250.0 million shares of the Company’s common stock. As of June 30, 2022, the Company had not yet sold any shares of common stock under the ATM facility. 2019 Equity Incentive Plan T he Company’s 2019 Equity Incentive Plan (the Plan) provides for the grant of stock options, restricted stock and other equity awards of the Company’s common stock to employees, officers, consultants and directors. In addition, the number of shares of common stock available for issuance under the Plan will be automatically increased on the first day of each calendar year through January 1, 2029 , by an amount equal to 4 % of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Board. On January 1, 2022, the Company added 1,983,306 shares to the Plan. At June 30, 2022, the Plan had 3,516,795 tot al shares available for issuance . Stock Options Stock options expire within a period of not more than ten years from the date of grant. Initial option grants to employees typically vest 25 % on the first anniversary of the original vesting date and monthly thereafter over a three-year period and expire three months after employee termination . Subsequent option grants to employees and grants to non-employees typically vest monthly over a four-year period. The following table summarizes stock option activity under the Plan for the periods presented: Outstanding Weighted Weighted Aggregate Balance as of December 31, 2021 5,418,467 $ 47.17 7.5 $ 91,794 Options granted 1,854,914 $ 35.24 Options exercised ( 230,813 ) $ 35.78 Options forfeited or cancelled ( 776,205 ) $ 61.52 Balance as of June 30, 2022 6,266,363 $ 42.28 7.6 $ 235,281 Options vested and exercisable as of June 30, 2022 3,183,310 $ 32.24 6.2 $ 147,763 The weighted-average grant-date fair value of options granted to employees was $ 20.85 and $ 48.45 for the three months ended June 30, 2022 and 2021, respectively, and $ 23.73 and $ 77.86 for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, total unrecognized compensation expense related to unvested options was $ 106.3 million, which is expected to be recognized over a weighted-average term of 2.8 years. The total intrinsic value of stock options exercised was $ 5.0 million and $ 10.4 million during the three months ended June 30, 2022 and 2021, respectively, and $ 6.2 million and $ 54.7 million during the six months ended June 30, 2022 and 2021, respectively. The fair value of the stock options granted during the three and six months ended June 30, 2022 and 2021 was estimated at the date of grant using the Black-Scholes option-pricing model using the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Risk-free interest rate 2.83 % 1.05 % 2.17 % 0.80 % Volatility 76.8 % 79.9 % 76.1 % 80.4 % Expected term (in years) 6.08 5.98 6.08 6.04 Dividend yield — — — — Restricted Stock Units The following table summarizes restricted stock unit activity under the Plan for the periods presented: Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2021 358,760 $ 89.09 $ 17,113 Granted 712,582 $ 34.87 Vested ( 38,666 ) $ 120.98 Forfeited ( 139,140 ) $ 62.12 Outstanding as of June 30, 2022 893,536 $ 48.67 $ 67,239 As of June 30, 2022, total unrecognized compensation related to RSUs granted was $ 38.4 million, which is expected to be recognized over a weighted-average period of approximately 3.2 years. The total fair value of RSUs vested during the three and six months ended June 30, 2022 was $ 0.3 million and $ 1.4 million, respectively. There were no RSUs vested during the three and six months ended June 30, 2021. Performance Stock Units The Company grants PSUs that vest based on the achievement of certain predefined Company-specific performance criteria. The fair value of PSUs is estimated based on the closing price of the Company’s common stock on the date of grant. The Company recognizes expense in proportion to the number of PSUs that are deemed probable of vesting, based on the Company’s evaluation of the respective performance-based criteria, at each reporting date. The following table summarizes performance stock unit activity under the Plan for the periods presented: Performance Stock Units Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2021 204,759 $ 120.34 $ 9,767 Granted 107,747 $ 37.74 Vested — $ — Forfeited ( 78,222 ) $ 99.45 Outstanding as of June 30, 2022 234,284 $ 89.33 $ 17,630 As of June 30, 2022 , the Company does not estimate that the achievement of any performance-based criteria is probable. To date, there have been no PSUs that have vested and the Company has no t recognized any stock-based compensation expense related to the PSUs. 2019 Employee Stock Purchase Plan The Company adopted an employee stock purchase plan in 2019 (the ESPP). The ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15 % of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. Under the ESPP, eligible employees may purchase shares of the Company ’ s common stock at 85 % of the lower of the fair market value of the common stock at the commencement date of each offering period or the date of purchase. Each offering period is 24 months, with new offering periods commencing every six months on the dates of June 11 and December 11 of each year. Each offering period consists of four six-month purchase periods (each a Purchase Period) during which payroll deductions of the participants are accumulated under the ESPP. The last business day of each Purchase Period is referred to as the “Purchase Date.” Purchase Dates are every six months on the dates of June 10 and December 10 of each year. As of June 30, 2022, a total of 169,127 sh ares of common stock were available for purchase under the ESPP. Pursuant to the terms of the Merger Agreement, except for the offering period in existence under the ESPP on the date of the Merger Agreement, no new ESPP offering was authorized or commenced, including the offering period scheduled to commence on June 11, 2022. As a result, the Company recognized $ 2.7 million of stock-based compensation expense in June 2022 representing the total remaining unrecognized compensation under the ESPP, consisting of $ 2.0 million in research and development expenses and $ 0.7 million in general and administrative expenses. Modifications to Outstanding Equity Awards On March 30, 2021, Sheila Gujrathi, M.D. and Jacob M. Chacko, M.D. resigned from the Board, effective immediately, to focus on other endeavors. Dr. Gujrathi also resigned from her position as Chair of the Board and Dr. Chacko resigned from each committee of the Board for which he was a member. In connection with the foregoing, the Board approved an amendment to the option awards held by Drs. Gujrathi and Chacko to provide that (i) all shares subject to such option awards are fully vested and exercisable as of the resignation date and (ii) the post-resignation exercise period shall be extended to September 30, 2022 . The Company determined that the modification to extend the term of vested stock options was a Type I modification pursuant to ASC 718, Compensation – Stock Compensation (ASC 718). The acceleration of the vesting of the unvested stock options was deemed a Type III modification pursuant to ASC 718, because without Board approval, these stock options would have been forfeited on the date of resignation. As a result of these modifications the Company recognized $ 5.6 million of stock-based compensation expense in the first quarter of 2021 in general and administrative expenses in the condensed statements of operations and comprehensive loss. Stock-Based Compensation Expense Stock-based compensation expense recognized is presented in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 9,728 $ 6,980 $ 16,975 $ 12,982 General and administrative 7,583 6,315 15,425 17,591 Total stock-based compensation expense $ 17,311 $ 13,295 $ 32,400 $ 30,573 Common Stock Reserved for Future Issuance Common stock reserved for future issuance consisted of the following: June 30, 2022 Options to purchase common stock 6,266,363 PSUs outstanding 234,284 RSUs outstanding 893,536 Shares available for issuance under the Plan 3,516,795 Shares available for purchase under ESPP 169,127 Total 11,080,105 |