Stockholders' Equity | 9. Stockholders’ Equity Amended Certificate of Incorporation In March 2021, the Company amended its Certificate of Incorporation to authorize 400,000,000 shares of common stock and 40,000,000 shares of preferred stock. Convertible Preferred Stock In connection with the completion of the Company’s IPO on March 16, 2021, all outstanding shares of convertible preferred stock were converted into 25,485,955 shares of the Company’s common stock and outstanding warrants to purchase 148,848 shares of convertible preferred stock were converted into warrants to purchase 14,884 shares of the Company’s common stock. Series C Convertible Preferred Stock In March 2020, the Company sold 28,063,500 shares of Series C convertible preferred stock and received net cash proceeds totaling $ 28.0 million. Series D Convertible Preferred Stock In October 2020, the Company entered into a Series D convertible preferred stock purchase agreement (Series D SPA) under which it issued 61,066,216 shares of Series D-1 convertible preferred stock, for cash, at a price of $ 0.7558 per share, for net proceeds of $ 46.2 million (the Initial Series D Closing). In addition, 5,088,851 shares of Series D-1 convertible preferred stock were issued to Nestlé in satisfaction of a deferred purchase price obligation of $ 3.8 million. The Series D SPA contained provisions that potentially obligated the Company to issue an additional 94,007,051 shares of Series D-2 convertible preferred stock at $ 0.8510 per share in an additional closing, 7,231,311 of which was issuable to Nestlé for satisfaction of deferred purchase price obligations of $ 6.2 million, upon the approval by the Company’s board of directors, or at the option of the investors who participated in the Initial Series D Closing, or upon the achievement of certain milestones as defined in the Series D SPA, which purchase right terminates upon certain specified events, including an initial public offering of the Company, if any. The Company determined its obligation to issue additional shares of the Company’s Series D-2 convertible preferred stock in the Initial Series D Closing represented a freestanding financial instrument that required liability accounting. This freestanding preferred stock purchase right liability for the additional closing was recorded at fair value, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. As of the Initial Series D Closing, the estimated fair value of the preferred stock purchase right liability was $ 3.9 million. In January 2021, 93,995,300 shares of Series D-2 convertible preferred stock were issued, of which, 7,219,560 were issued to Nestlé for the satisfaction of deferred purchase price obligations of $ 6.1 million. Upon the closing of the sale of these shares, the preferred stock purchase right liability was remeasured to fair value and the change in fair value of $ 1.0 million was recorded in the statement of operations for the year ended December 31, 2021. The liability was then reclassified to stockholders’ equity. Sale Agreement On April 1, 2022, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $ 150.0 million in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3.0 % of the gross proceeds of any shares of common stock sold under the Sale Agreement. The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sale Agreement. No assurance can be given that the Company will sell any shares of common stock under the Sale Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place. The Company and the Agent may each terminate the Sale Agreement at any time upon specified prior written notice. As of December 31, 2022, the Company has sold 2,540,348 shares of its common stock under the Sale Agreement at a weighted-average price of $ 35.19 resulting in net proceeds of approximately $ 85.9 million. Public Offering In December 2022, the Company completed the sale of an aggregate of 4,545,455 shares of its common stock in an underwritten public offering, at a price of $ 110.00 per share. The net proceeds to the Company from the offering were approximately $ 470.5 million after deducting underwriting discounts, commissions and public offering expenses payable by the Company. Equity Incentive Plan In 2017, the Company adopted the 2017 Equity Incentive Plan (the 2017 Plan), which as amended, had 5,524,354 shares of common stock reserved for issuance. Under the 2017 Plan, the Company could grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are employees, non-employee directors or consultants of the Company or its subsidiaries. The maximum term of the options granted under the 2017 Plan was no more than ten years . The 2017 Plan allowed for the early exercise of all stock options granted if authorized by the board of directors at the time of grant. In February 2021, the board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the 2021 Plan), which became effective in connection with the IPO. Pursuant to the 2021 Plan, the Company ceased granting awards under the 2017 Plan. Under the 2021 Plan, the Company may grant stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to individuals who are then employees, officers, non-employee directors or consultants of the Company. The number of shares initially available for issuance under awards granted pursuant to the 2021 Plan is the sum of (1) 3,600,000 shares of common stock, plus (2) any shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2021 Plan that become available for issuance under the 2021 Plan thereafter in accordance with its terms. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be increased annually on the first day of each fiscal year during the term of the 2021 Plan, beginning with the 2022 fiscal year, by an amount equal to the lesser of (a) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s board of directors. The number of shares of common stock available for issuance increased by 5 % at January 1, 2022, and at December 31, 2022, 1,861,545 shares remain available for issuance under the 2021 Plan, including the automatic increase of 1,948,035 on January 1, 2022. The maximum term of options granted under the 2021 Plan is ten years and grants generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service. The Company’s stock option activity for the year ended December 31, 2022 is summarized in the following table: Number Weighted- Weighted- Aggregate Outstanding at December 31, 2021 6,474,039 $ 12.18 8.5 Granted 1,850,156 $ 51.98 Exercised ( 745,894 ) $ 6.70 Cancelled/forfeited ( 159,511 ) $ 24.02 Outstanding at December 31, 2022 7,418,790 $ 22.40 8.6 $ 649,964 Vested or expected to vest at December 31, 2022 7,418,790 $ 22.40 8.6 $ 649,964 Exercisable at December 31, 2022 2,646,924 $ 8.95 8.2 $ 267,517 T he aggregate intrinsic values presented in the table above were calculated as the difference between the closing price of the Company’s common stock at December 31, 2022 and the exercise price of stock options that had strike prices below the closing price. The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2021 and 2020 was $ 34.96 , $ 12.15 , and $ 5.93 respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $ 48.5 million , $ 2.5 million , and $ 0.3 million respectively. The grant date fair value of stock options was determined using the Black-Scholes option pricing model with the following assumptions: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 1.5 – 4.2 % 0.2 – 1.4 % 0.2 – 1.4 % Expected volatility 72.5 – 74.6 % 73.0 – 95.2 % 61.5 – 71.8 % Expected term (in years) 5.5 – 6.5 5.3 – 6.1 6.1 Expected dividend yield —% —% —% Expected Term —The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as plain-vanilla options. Expected Volatility —The estimated volatility was based on the historical volatility of the common stock of a group of publicly traded companies deemed comparable to the Company. Risk-Free Interest Rate —The risk-free interest rate is the implied yield in effect at the time of the option grant based on U.S. Treasury securities with contract maturities similar to the expected term of the Company’s stock options. Dividend Rate —The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Restricted Stock Units A summary of the Company’s restricted stock units activity is as follows (in thousands, except share and per share amounts): Number of Weighted Aggregate Intrinsic Value Balance at December 31, 2021 — Granted 252,257 $ 74.11 Cancelled ( 349 ) $ 29.56 Balance at December 31, 2022 251,908 $ 74.18 $ 27,710 Vested or expected to vest at December 31, 2022 251,908 $ 74.18 $ 27,710 The Company’s current restricted stock units vest 100 % three years from the grant date or annually over four years, subject to continued service. The fair-value of each restricted stock unit is determined on the grant date using the closing price of the Company’s common stock on the grant date. The aggregate intrinsic value of restricted stock units is the value of the shares awarded at the closing price of the Company's common stock at December 31, 2022. Early Exercise Liability The unvested shares of the early-exercised options are held in escrow until the stock option becomes fully vested or until the employee’s termination, whichever occurs first. The right to repurchase these shares lapses over the four-year vesting period. As of December 31, 2022 and 2021, the early exercise liability was approximately $ 11,000 and $ 35,000 , respectively. For accounting purposes, the early exercise of options is not considered to be a substantive exercise until the underlying awards vest. The following table summarizes the activity of the unvested common stock issued pursuant to an early exercise of stock option awards: Year Ended December 31, 2022 2021 Unvested at beginning of year 17,606 54,703 Vested during the period ( 13,439 ) ( 37,097 ) Unvested at end of year 4,167 17,606 Employee Stock Purchase Plan In February 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan (the ESPP), which became effective upon the pricing of the Company’s IPO on March 16, 2021. The ESPP permits participants to purchase common stock through payroll deductions of up to 20 % of their eligible compensation. Initially, a total of 360,000 shares of common stock were reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each fiscal year during the term of the ESPP, beginning with the 2022 fiscal year, by an amount equal to the lessor of: (i) 1 % of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; or (ii) such other amount as the Company’s board of directors may determine. The number of shares of common stock available for issuance under the ESPP increased by 1 % at January 1, 2022. Stock-based compensation expense for the years ended December 31, 2022 and 2021 related to the ESPP was $ 0.4 million and $ 0.5 million , respectively. As of December 31, 2022, the Company has issued 65,716 shares under the ESPP. The Company had an outstanding liability of $ 0.2 million at December 31, 2022, which is included in accrued compensation on the consolidated balance sheets, for employee contributions to the ESPP for shares pending issuance at the end of the offering period. At December 31, 2022, 683,891 shares remain available for issuance under the ESPP. The fair value of stock of the stock purchase right under the ESPP was determined using the Black-Scholes option pricing model with the following assumptions: Year ended December 31, 2022 2021 Risk-free interest rate 1.4 – 4.8 % 0.03 – 0.3 % Expected volatility 56.5 – 79.5 % 71.6 – 83.9 % Expected term (in years) 0.5 – 1.5 0.5 – 1.6 Expected dividend yield —% —% Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 7,103 $ 1,755 $ 144 General and administrative 13,759 8,943 595 Discontinued operations — — 101 Total stock-based compensation $ 20,862 $ 10,698 $ 840 As of December 31, 2022, approximately $ 105.8 million of total unrecognized compensation expense related to stock options and restricted stock units is expected to be recognized over a weighted-average period of 3.25 years. Stock Option Modification In August 2021, in connection with the passing of the Company’s former Chairman of the board of directors, the Company fully accelerated all of the former Chairman’s outstanding equity awards, which resulted in a charge of $ 4.6 million to stock-based compensation expense for the year ended December 31, 2021. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following: December 31, December 31, Common stock options issued and outstanding 7,418,790 6,474,039 Warrants to purchase common stock outstanding — 14,884 Restricted stock units 251,908 — Shares available for issuance under equity incentive plan 1,861,545 1,856,063 Shares available for issuance under the ESPP 683,891 333,850 Total 10,216,134 8,678,836 |