Stockholders' Equity | 9. Stockholders’ Equity At the Market Offering In August 2020, the Company entered into an Open Market Sale Agreement SM Equity Compensation Plans T 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 Company’s board of directors. On January 1, 2021, the Company added 1,947,141 shares to the Plan. At June 30, 2021, the Plan had 3,574,211 total shares available for issuance Stock Options Options expire within a period of not more than ten years from the date of grant. Initial option grants to employees typically vest 25% after one year and monthly thereafter over a three-year The following summarizes option activity under the Plan for the periods presented: Outstanding Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2020 5,790,713 $ 34.97 8.4 $ 503,114 Options granted 820,286 $ 113.61 Options exercised (691,537 ) $ 26.14 Options forfeited or cancelled (512,531 ) $ 56.05 Balance as of June 30, 2021 5,406,931 $ 46.02 7.9 $ 208,216 Options vested and exercisable as of June 30, 2021 2,100,703 $ 22.24 6.8 $ 119,126 The fair values of the employee stock options granted during the three and six months ended June 30, 2021 and 2020 were estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Risk-free interest rate 1.05 % 1.01 % 0.80 % 1.49 % Volatility 79.9 % 79.0 % 80.4 % 79.0 % Expected term (in years) 5.98 5.84 6.04 6.06 Dividend yield - - - - The weighted-average grant-date fair value of options granted to employees was $48.45 and $38.41 for the three months ended June 30, 2021 and 2020 , respectively and was $77.86 and $41.20 for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there was $130.9 million in total unrecognized compensation expense expected to be recognized over a weighted average period of 2.49 years. Restricted Stock Units The summary of the Company’s restricted stock unit activity for the periods presented is as follows: Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2020 21,500 $ 59.94 $ 2,620 Granted 187,507 $ 121.57 Vested - $ - Forfeited (16,726 ) $ 129.87 Outstanding as of June 30, 2021 192,281 $ 113.96 $ 15,002 No Performance Stock Units The Company has granted performance stock units (PSUs) which vest based on the achievement of certain predefined Company-specific performance criteria and expire as of December 31, 2023. The fair value of PSUs is estimated based on the closing sale price of the Company’s common stock on the date of grant. The Company will recognize 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 summary of the Company’s PSU activity for the periods presented is as follows: Performance Stock Units Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2020 - $ - $ - Granted 210,949 $ 130.97 Vested - $ - Forfeited (22,431 ) $ 136.85 Outstanding as of June 30, 2021 188,518 $ 130.27 $ 14,708 As of June 30, 2021 2019 Employee Stock Purchase Plan In April 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the ESPP). The ESPP became effective immediately prior to the date of the underwriting agreement related to the Company’s initial public offering. 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. The price of common stock purchased under the ESPP is equal to 85 percent of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant 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 .” Purchase Dates are every six months on the dates of June 10 and December 10 of each year. As of June 30, 2021, The assumptions used for the six months ended June 30, 2021 and 2020 and the resulting estimates of weighted-average fair value per share for stock purchased under the ESPP during such periods were as follows Six Months Ended June 30, 2021 2020 Risk-free interest rate 0.04 - 0.16% 0.17 - 2.13% Volatility 69.9 - 79.8% 70.6 - 91.6% Expected term (in years) 0.50 - 2.00 0.50 - 2.00 Dividend yield - - Modifications to Outstanding Equity Awards On March 30, 2021, Sheila Gujrathi, M.D. and Jacob M. Chacko, M.D. resigned from the Board of Directors (the Board) of the Company, 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 in stock-based compensation expense in the first quarter of 2021 in general and administrative expenses in the condensed statements of operations and comprehensive loss. On January 9, 2020, the Company entered into a Transition Separation and Consulting Agreement (the Transition Agreement) with the Company’s former Chief Scientific Officer (CSO), Dr. Jingrong Jean Cui. In connection with this Transition Agreement, Dr. Cui resigned from her position as CSO effective January 31, 2020 and thereafter agreed to serve as a consultant to the Company on an as needed basis until June 30, 2020. In accordance with the terms of the The Company determined that the modification to extend the term of vested stock options was a Type I modification pursuant to ASC 718. The acceleration of the vesting of the unvested stock options was deemed a Type III modification pursuant to ASC 718, because pursuant to Dr. Cui’s existing employment agreement as of her resignation date, these stock options would have been forfeited on the date of termination. As a result of these modifications the Company recognized $31.4 million in stock-based compensation expense in the first quarter of 2020. Because the services performed during the consulting period were considered nonsubstantive, the Company recognized the full $31.4 million in stock-based compensation expense on the date of the modification and presented this amount in general and administrative expenses in the statement of operations and comprehensive loss. Stock-Based Compensation Expense Stock-based compensation expense for awards granted under the Company’s equity plans totaled the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 6,980 $ 3,523 $ 12,982 $ 6,888 General and administrative 6,315 3,881 17,591 38,881 Total stock-based compensation expense $ 13,295 $ 7,404 $ 30,573 $ 45,769 Common Stock Reserved for Future Issuance Common stock reserved for future issuance consisted of the following: June 30, 2021 Options to purchase common stock 5,406,931 PSUs outstanding 188,518 RSUs outstanding 192,281 Options to purchase common stock available for issuance under the Plan 3,574,211 Shares available for purchase under ESPP 228,156 Total 9,590,097 |