Equity | Equity Preferred Stock As of December 31, 2023 and 2022, the Company had authorized 5,000,000 shares of preferred stock, at a $0.001 par value per share. Preferred stock may be issued in one or more series upon authorization of the Company's board of directors. The board of directors is authorized to fix the designations, powers, preferences and the relative, participating, optional or other special rights and any qualifications, limitations and restrictions of the shares of each series of preferred stock. The authorized shares of the Company's preferred stock are available for issuance without further action by the Company's stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Common Stock As of December 31, 2023 and 2022, the Company had authorized 200,000,000 shares of common stock, at a $0.001 par value per share. The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board of Directors. No dividends have been declared or paid by the Company since its inception. In November 2023, the Company completed a private placement offering with certain institutional investors in which the Company issued and sold 12,963,542 shares of common stock at a price of $21.36 per share and, to one investor, in lieu of common stock, pre-funded warrants to purchase up to 3,422,380 shares of common stock at a price of $21.359 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.001 per share, is exercisable immediately and is exercisable until exercised in full. The aggregate gross proceeds from the issuance of common stock and pre-funded warrants totaled approximately $350.0 million, before deducting placement agent fees and offering costs of approximately $15.9 million . In September 2021, in connection with the Pfizer Stock Purchase Agreement, the Company issued 3,457,815 shares of common stock to Pfizer at a price of $101.22 per share, which resulted in aggregate gross proceeds of $350 million , less financial advisor fees of $4.6 million, as further described in Note 3 to our consolidated financial statements . Pursuant to terms of the Pfizer Stock Purchase Agreement, Pfizer has agreed not to sell or transfer the Shares without prior written approval of the Company for a specified period, subject to specified exceptions. Equity Distribution Agreements In August 2021, the Company entered into an Equity Distribution Agreement with Piper Sandler & Company (“Piper Sandler”) and Cantor Fitzgerald & Co. (“Cantor”), as agents, pursuant to which the Company may offer and sell from time to time, through the agents, up to $300.0 million of the common stock registered under a universal shelf registration statement pursuant to one or more “at-the-market" offerings. Under this agreement, during the year ended December 31, 2023, the Company issued 1,449,275 shares of common stock under this agreement, resulting in gross proceeds of approximately $37.2 million, less offering costs of approximately $1.1 million. In November 2023, the Company amended and restated the Equity Distribution Agreement with Piper Sandler and Cantor, pursuant to which the Company may offer and sell from time to time, through the agents, up to approximately $262.8 million of the common stock registered under a universal shelf registration statement pursuant to one or more “at-the-market” offerings. During the year ended December 31, 2023 , under this amended and restated agreement, no shares were issued. Share-based Compensation 2018 Employee Stock Purchase Plan In September 2018, the Company adopted the 2018 Employee Stock Purchase Plan (the "2018 ESPP"), with the first offering period under the 2018 ESPP commencing on January 1, 2020, by initially providing participating employees with the opportunity to purchase an aggregate of 311,850 shares of the Company's common stock. The number of shares of the Company's common stock reserved for issuance under the 2018 ESPP increased, pursuant to the terms of the 2018 ESPP, by additional shares equal to 1% of the Company’s then-outstanding common stock, effective as of January 1 of each year. As of December 31, 2023, 2,440,434 shares remained available for purchase. During the years ended December 31, 2023, 2022 and 2021, the Company issued 78,528, 24,898 and 19,357 shares, respectively, of common stock under the 2018 ESPP. 2018 Stock Incentive Plan In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Stock Incentive Plan (the "2018 Plan"), which became effective upon the effectiveness of the registration statement on Form S-1 for the Company’s initial public offering. The number of common shares initially available for issuance under the 2018 Plan equaled the sum of (1) 4,067,007 shares of common stock; plus (2) the number of shares of common stock (up to 1,277,181 shares) issued in respect of incentive units granted under the Incentive Plan that were subject to vesting immediately prior to the effectiveness of the registration statement that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase on the first day of each year beginning with the year ended December 31, 2019 and continuing to, and including, the year ending December 31, 2028, equal to the lesser of 4,989,593 shares of the Company’s common stock, 4% of the number of shares of the Company’s common stock outstanding on the first day of the year or an amount determined by the Company’s board of directors. As of December 31, 2023, 2,099,162 shares are available for issuance under the 2018 Plan. Common shares subject to outstanding equity awards that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part are available for future grants of awards. Compensation Expense For the years ended December 31, 2023, 2022 and 2021, the Company recognized compensation expense of $71.6 million, $75.5 million and $57.1 million, respectively, related to the issuance of incentive awards, including $0.8 million, $0.7 million and $0.3 million, respectively, related to the 2018 ESPP. As of December 31, 2023, there was $53.6 million of compensation expense that is expected to be recognized over a weighted-average period of approximately 1.6 years. Stock Options The fair value of the stock options granted during each of the years ended December 31, 2023, 2022 and 2021 was determined using the Black-Scholes option pricing model at the grant date with the following range of assumptions: Year ended December 31, 2023 2022 2021 Expected volatility 71% - 75% 73% - 76% 74% - 78% Expected term (years) 5.5 - 7.0 5.5 - 7.0 5.3 - 7.0 Risk free interest rate 3.4% - 4.8% 1.5% - 4.2% 0.5% - 1.3% Expected dividend yield 0 % 0 % 0 % Exercise price $16.21 - $36.27 $36.79 - $78.91 $66.82 - $100.40 Given the Company’s common stock has not been trading for a sufficient period of time, the Company calculates volatility of its common stock by utilizing a weighted-average of a collection of peer company volatilities and its own common stock volatility. The expected term is calculated utilizing the simplified method. A summary of the stock option activity under the 2018 Plan as of December 31, 2023 is presented below. These amounts include stock options granted to employees, directors and consultants. (dollars in millions, except weighted-average exercise price) Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Outstanding as of December 31, 2022 6,814,634 $ 49.06 7.7 $ 34.5 Granted 1,846,724 $ 32.48 Exercised (142,764) $ 18.97 Forfeited (580,367) $ 56.45 Expired (4,433) $ 71.30 Outstanding as of December 31, 2023 7,933,794 $ 45.22 7.2 $ 62.6 Vested and exercisable as of December 31, 2023 4,739,559 $ 43.79 6.3 $ 46.9 Vested and expected to vest as of December 31, 2023 7,678,026 $ 45.27 7.2 $ 61.0 The weighted-average grant date fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $21.99, $39.17 and $52.85, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $1.4 million, $7.9 million and $46.9 million, respectively. Restricted Stock Units A summary of restricted stock unit activity under the 2018 Plan for the year ended December 31, 2023 is presented below. These amounts include restricted stock units granted to employees. Shares Weighted-Average Grant Date Fair Value Per Share Unvested restricted stock units as of December 31, 2022 489,216 $ 51.37 Granted 885,494 $ 32.27 Exercised (154,146) $ 44.79 Forfeited (68,708) $ 41.48 Unvested restricted stock units as of December 31, 2023 1,151,856 $ 38.16 The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $6.9 million, $0.9 million and $0.9 million, respectively. |