Common Stock and Stock-Based Awards | 10. Common Stock and Stock-Based Awards On July 1, 2015, in connection with the closing of the IPO, the Company effected its Restated Certificate of Incorporation, which authorizes the Company to issue 200,000,000 shares of common stock, $ 0.001 par value per share. In November 2019, the Company entered into a common stock sales agreement, or the 2019 Sales Agreement, with Cowen to sell shares of the Company's common stock with aggregate gross sales proceeds of up to $ 25,000 , from time to time, through an "at the market" equity offering program, or ATM, under which Cowen acts as sales agent. In March 2020, in connection with filing an updated registration statement on Form S-3 (File No. 333-237033), the Company entered into a new common stock sales agreement, or the 2020 Sales Agreement, with Cowen on substantially the same terms as the 2019 Sales Agreement and terminated the 2019 Sales Agreement. In May 2021, the Company entered into a new common stock sales agreement, or the 2021 Sales Agreement, with Cowen to sell shares of its common stock with aggregate gross sales proceeds of up to $ 150,000 , from time to time, through an ATM under which Cowen acts as sales agent, and terminated the 2020 Sales Agreement. During the year ended December 31, 2022 , the Company sold approximately 655,000 shares of common stock under the 2021 Sales Agreement, at an average price of approximately $ 7.26 per share, raising aggregate net proceeds of approximately $ 4,447 after deducting an aggregate commission of approximately 3 % and other issuance costs. During the year ended December 31, 2021, the Company did no t sell any shares of common stock under the 2020 Sales Agreement or the 2021 Sales Agreement. During the year ended December 31, 2020, the Company sold approximately 5,788,000 shares of common stock under the 2019 Sales Agreement and the 2020 Sales Agreement, as applicable, at an average price of approximately $ 4.40 per share, raising aggregate net proceeds of approximately $ 24,773 after deducting an aggregate commission of approximately 3 % and other issuance costs. On August 12, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the issuance and sale by the Company in a public offering of 10,500,000 shares of the Company’s common stock at a public offering price of $ 21.50 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-244401) and a related prospectus supplement filed with the SEC (such public offering, the “offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,575,000 shares of its common stock at the public offering price, less underwriting discounts and commissions, which the underwriters exercised in full. The Company received aggregate net proceeds from the offering of approximately $ 243,748 after deducting underwriting discounts and commissions and offering expenses payable by the Company. Additionally on August 12, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Agreement”) with Nestlé for the sale by the Company of 959,002 shares of the Company’s common stock at a purchase price of $ 20.855 per share (the “concurrent placement”). The Company received aggregate net proceeds from the concurrent placement of approximately $ 19,900 after deducting offering expenses payable by the Company. The consummation of the concurrent placement was contingent upon the closing of the offering and the satisfaction of certain other customary conditions. The shares were offered and sold to Nestlé pursuant to an effective registration statement on Form S-3 (File No. 333-237033) and a related prospectus supplement filed with the SEC. On June 29, 2022, the Company entered into securities purchase agreements with new and existing investors and certain directors and officers in a registered direct offering, or the Registered Direct Offering, of an aggregate of 31,746,030 shares of its common stock at a purchase price of $ 3.15 per share for total net proceeds of approximately $ 96,721 , after deducting placement agent’s fees and other estimated offering expenses. Net proceeds included an aggregate of $ 27,525 received from Flagship Pioneering Fund VII, L.P. and Nutritional Health LTP Fund, L.P., affiliates of Flagship Pioneering, or Flagship, one of its significant stockholders, in exchange for 8,738,243 shares. The closing date of the Registered Direct Offering was July 5, 2022. 2012 Stock Incentive Plan The Company’s 2012 Stock Incentive Plan, as amended, (the “2012 Plan”) provided for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company. The 2012 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100 % of the fair market value of the share of common stock on the date of grant and the term of stock option may not be greater than ten years . The Company generally granted stock-based awards with service conditions only (“service-based” awards). Stock options granted under the 2012 Plan generally vest over four years and expire after ten years , although options have been granted with vesting terms less than four years . As of December 31, 2022 , there were no shares available for future grant under the 2012 Plan. 2015 Incentive Award Plan On June 16, 2015, the Company’s stockholders approved the 2015 Incentive Award Plan (the “2015 Plan”), which became effective on June 25, 2015. The 2015 Plan was subsequently amended on December 14, 2022, and provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2015 Plan was the sum of (i) 2,200,000 shares of common stock and (ii) the number of shares subject to awards outstanding under the 2012 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company on or after the effective date of the 2015 Plan. In addition, the number of shares of common stock that may be issued under the 2015 Plan is subject to increase on the first day of each calendar year, beginning in 2016 and ending in 2025, equal to the lesser of (i) 4 % of the number of shares of the Company’s common stock outstanding on the last day of the preceding applicable calendar year and (ii) an amount determined by the Company’s board of directors. Stock awards granted under the 2015 Plan generally vest over four years and expire after ten years , although options have been granted with vesting terms less than four years . As of December 31, 2022, there were 967,206 shares available for future grant under the 2015 Plan. 2015 Employee Stock Purchase Plan On June 16, 2015, the Company’s stockholders approved the 2015 Employee Stock Purchase Plan (the “ESPP”), which became effective on June 25, 2015. A total of 365,000 shares of common stock were reserved for issuance under the ESPP. In addition, the number of shares of common stock that may be issued under the ESPP automatically increase on the first day of each calendar year, beginning in 2016 and ending in 2025, by an amount equal to the lesser of (i) 400,000 shares, (ii) 1 % of the number of shares of the Company’s common stock outstanding on the last day of the applicable preceding calendar year and (iii) an amount determined by the Company’s board of directors. Offering periods under the ESPP will commence when determined by the plan administrator. During the year ended and as of December 31, 2022, there were 322,560 shares issued and 2,469,204 shares were reserved and available for issuance under the ESPP, respectively. The ESPP provides that eligible employees may contribute up to 15 % of their eligible earnings toward the semi-annual purchase of the Company's common stock. The ESPP is qualified under Section 423 of the Internal Revenue Code. The employee's purchase price is derived from a formula based on the closing price of the common stock on the first day of the offering period versus the closing price on the date of purchase (or, if not a trading day, on the immediately preceding trading day). The offering period under the ESPP has a duration of six months , and the purchase price with respect to each offering period beginning on or after such date is, until otherwise amended, equal to 85 % of the lesser of (i) the fair market value of the Company's common stock at the commencement of the applicable six-month offering period or (ii) the fair market value of the Company's common stock on the purchase date. 2022 Employment Inducement Award Plan On December 14, 2022, the Company’s board of directors approved the 2022 Employment Inducement Award Plan (the "2022 Plan"), which became effective on such date without stockholder approval pursuant to Rule 5635(c)(4) of The Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”). The 2022 Plan provides for the grant of nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock- or cash-based awards. In accordance with Rule 5635(c)(4), awards under the 2022 Plan may only be made to a newly hired employee who has not previously been a member of our board of directors, or an employee who is being rehired following a bona fide period of non-employment by us as a material inducement to the employee’s entering into employment with us. A total of 2,500,000 shares of common stock were reserved for issuance under the 2022 Plan. Any shares subject to awards previously granted under the 2022 Plan that expire, terminate or are otherwise surrendered, canceled, or forfeited in any case, in a manner that results in the Company acquiring the shares covered by the award at a price not greater than the price (as adjusted to reflect any equity restructuring) paid by the Participant for such shares or not issuing any shares covered by the award, the unused shares covered by the award will again be available for award grants under the 2022 Plan. As of December 31, 2022, there were no awards outstanding and 2,500,000 shares available for future grant under the 2022 Plan. Stock Options The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2021 11,517,189 $ 11.10 7.42 $ 28,007 Granted 4,527,897 6.89 Exercised ( 326,864 ) 2.96 Forfeited ( 778,188 ) 10.62 Outstanding as of December 31, 2022 14,940,034 $ 10.03 7.25 $ 11,608 Options exercisable as of December 31, 2022 7,441,253 $ 10.38 5.88 $ 8,115 The weighted average grant-date fair value of stock options granted during the years ended December 31, 2022, 2021 and 2020 was $ 5.53 , $ 15.33 , and $ 5.08 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021, and 2020 was $ 981 , $ 4,727 , and $ 37,255 , respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. During the year ended December 31, 2021, the Company granted performance-based stock options to employees for the purchase of an aggregate of 562 thousand shares of common stock with a grant date fair value of $ 5.53 per share. These stock options are exercisable only upon achievement of specified performance targets. As of December 31, 2022 , none of these options were exercisable because none of the specified performance targets had been achieved. Because achievement of the specified performance targets was not deemed probable as of December 31, 2022 , the Company did no t record any expense for these stock options from the dates of issuance through December 31, 2022. Restricted Stock Units The Company has granted restricted stock units ("RSUs") with service-based vesting conditions. RSUs represent the right to receive shares of common stock upon meeting specified vesting requirements. Restricted stock units may not be sold or transferred by the holder and vest according to the vesting conditions of each award. The table below summarizes the Company’s RSU activity for the year ended December 31, 2022: Number Weighted Unvested restricted stock units as of December 31, 2021 734,755 $ 17.68 Granted 1,302,844 $ 6.95 Forfeited ( 205,658 ) $ 11.82 Vested ( 282,401 ) $ 18.06 Unvested restricted stock units as of December 31, 2022 1,549,540 $ 9.37 During the years ended December 31, 2022, 2021 and 2020, the Company granted 1,302,844 , 768,998 and 6,500 RSUs, respectively. RSUs generally vest over four years , with 25 % vesting after one year, and the remaining 75 % vesting quarterly over the next 3 years, subject to continued service to the Company through the applicable vesting date. The aggregate intrinsic value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $ 1,809 , $ 16 , and $ 532 , respectively. During the year ended December 31, 2021, the Company granted performance-based restricted stock awards to two employees for the purchase of an aggregate of 85,000 shares of common stock with a grant date fair value of $ 9.59 per share and 40,000 shares with a grant date fair value of $ 20.35 per share. These restricted stock awards vest only upon achievement of specified performance targets. As of December 31, 2021, these awards were no t vested because the specified performance targets had not been achieved. In addition, the performance targets were not deemed probable of achievement. Accordingly, the Company did no t record any expense for these awards from the dates of issuance through December 31, 2021. In October 2022, 42,500 of the awards with a grant date fair value of $ 9.59 , and 20,000 of the awards with a grant date fair value of $ 20.35 , vested fully, as the associated performance targets were achieved. Accordingly, the Company recorded $ 815 in compensation expense during the year ended December 31, 2022, with respect to these awards. As of December 31, 2022, the remaining performance-based restricted stock awards in these grants were not vested because the associated targets had not been achieved. In addition, the performance targets were not deemed probable of achievement. Accordingly, the Company did no t record any expense for these remaining awards from the dates of issuance through December 31, 2022. Stock-based Compensation Valuation The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors were as follows, presented on a weighted average basis: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.67 % 0.73 % 1.26 % Expected term (in years) 6.0 5.4 6.0 Expected volatility 104.0 % 106.5 % 73.3 % Expected dividend yield 0 % 0 % 0 % The Company estimates the fair value of rights to acquire common stock under the ESPP using a Black-Scholes valuation model on the date of grant and the straight-line attribution approach to recognize the expense. The assumptions that the Company used to determine the fair value of rights to acquire common stock under the ESPP were as follows, presented on a weighted average basis: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 2.11 % 0.97 % 1.20 % Expected term (in years) 0.5 0.5 0.5 Expected volatility 99.0 % 123.8 % 74.9 % Expected dividend yield 0 % 0 % 0 % Stock-based Compensation The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive loss: Year Ended December 31, 2022 2021 2020 Research and development expenses $ 13,429 $ 10,146 $ 4,760 General and administrative expenses 12,053 10,076 4,064 $ 25,482 $ 20,222 $ 8,824 As of December 31, 2022, the Company had an aggregate of $ 57,005 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 1.8 years. |