Stockholders' Equity (Deficit) | 8. Amended Articles 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. As of December 31, 2020, the Company’s convertible preferred stock was classified as temporary equity on the accompanying balance sheet in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control. 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 statements of operations. 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, 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. The authorized, issued and outstanding shares of convertible preferred stock as of December 31, 2020 consist of the following (in thousands, except share and per share amounts): Shares Authorized Shares Issued and Outstanding Per Share Original Issue Price Liquidation Value Carrying Value Series A 14,979,200 14,979,200 $ 0.50 $ 7,490 $ 7,391 Series B 26,666,667 26,666,667 0.75 20,000 19,901 Series C 53,176,000 53,063,500 1.00 53,064 52,937 Series D-1 66,155,067 66,155,067 0.76 49,933 45,794 Series D-2 94,007,051 — — — — Total 254,983,985 160,864,434 $ 130,487 $ 126,023 The rights, preferences and privileges of the convertible preferred stock as of December 31, 2020 were as follows: Dividends The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock unless the holders of Series A , B, C, and D convertible preferred stock (collectively referred to as Preferred Stock) shall first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount equal to (on an as-if-converted to Common Stock basis) the amount paid or set aside for each share of Common Stock. There have been no dividends declared by the board as of December 31, 2020. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, as defined, each holder Series D Preferred Stock is entitled to receive, prior and in preference to any distributions to the holders of Series A preferred stock, Series B preferred stock, Series C preferred stock and common stock, an amount equal to the greater of (i) the Original Issue Price per share, plus any declared but unpaid dividends thereon or (ii) the amount such holder would have received if such holder had converted its shares into common stock immediately prior to such liquidation event. Subject to the prior payment of all amounts due to holders of Series D preferred stock, each holder of Series C Preferred Stock is entitled to receive, prior and in preference to any distributions to the holders of Series A preferred stock, Series B preferred stock and common stock, an amount equal to the greater of (i) the Original Issue Price per share, plus any declared but unpaid dividends thereon or (ii) the amount such holder would have received if such holder had converted its shares into common stock immediately prior to such liquidation event. Subject to the prior payment of all amounts due to holders of Series C preferred stock, each holder of Series A and Series B preferred stock is entitled to receive, prior and in preference to any distributions to the common stockholders, an amount equal to the greater of (i) the Original Issue Price per share, plus any declared but unpaid dividends thereon or (ii) the amount such holder would have received if such holder had converted its shares into common stock immediately prior to such liquidation event. In the event that the assets available for distribution to the holders of preferred stock are insufficient to pay such holders the full amounts to which they are entitled, the assets available for distribution will be distributed on a pro rata basis among the holders of the preferred stock in proportion to the respective amounts that would otherwise be payable in respect of such stock. After all preferential payments have been made to the holders of preferred stock, the remaining amounts would be distributed among the holders of the Preferred Stock and common stock, pro rata based on the number of shares held by each holder. The maximum aggregate amount the holders of Series A, B, C, D-1, and D-2 preferred stock are entitled to receive is $1.50, $2.25, $3.00, $2.2674, and $2.553 per share, respectively. Conversion The shares of Preferred Stock are convertible into an equal number of shares of common stock, at the option of the holder, subject to certain anti-dilution adjustments. Each share of preferred stock is automatically converted into common stock, (A) at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of the Preferred Stock, or (B) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the account of the Company in which the pre-money valuation of the Company is at least $330.0 million and the aggregate gross proceeds, net of underwriting discount and commissions, to the Company is at least $75.0 million. Voting The holders of Preferred stock are entitled to one vote for each share of common stock into which it would convert and to vote as one class with the common stockholders on all matters. Also, the preferred stockholders have been granted certain rights with regard to the election of members of the Company’s Board of Directors. Presentation of Convertible Preferred Stock The Company’s Preferred Stock have been classified as temporary equity in the accompanying balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control, including liquidation, sale or transfer of control of the Company. The Company has determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because the occurrence of any such change of control event is not probable. Common Stock Founder Stock During 2016 and 2017, in connection with the founding of the Company, shares of common stock were sold to certain founders (the Founder Stock) at a price of $0.01 per share and which are subject to vesting, generally over a period of four years. The repurchase liability for the Founder Stock was nominal for all periods presented. For accounting purposes, the unvested shares are not considered to be outstanding. During the year ended December 31, 2020, 48,750 shares vested and there were no remaining unvested shares as of December 31, 2020. Restricted Shares Issued to Cedars-Sinai As previously described in Note 5, in 2017, as consideration for a license agreement, the Company granted 335,000 shares of restricted common stock to Cedars-Sinai that vest on the anniversary date of the grant date over a three-year 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 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 The maximum term of the options granted under both the 2017 Plan and 2021 Plan is ten years. 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, 2021 is summarized in the following table: Number Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 2,930,248 $ 2.90 9.3 $ 2,290 Granted 3,943,984 $ 18.23 Exercised (151,436 ) $ 1.57 Cancelled/forfeited (248,757 ) $ 5.44 Outstanding at December 31, 2021 6,474,039 $ 12.18 8.5 $ 177,130 Vested or expected to vest at December 31, 2021 6,474,039 $ 12.18 8.5 $ 177,130 Exercisable at December 31, 2021 1,505,832 $ 3.51 6.1 $ 54,256 The weighted-average grant date fair value of options granted during the year ended December 31, 2021 and 2020 was $12.15, and $5.93, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $2.5 million and $0.3 million, respectively. The total fair value of options vested during the years ended December 31, 2021 and 2020 was $21.9 million and $0.9 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, 2021 2020 Risk-free interest rate 0.2 – 1.4% 0.2 – 1.4% Expected volatility 73.0 – 95.2% 61.5 – 71.8% Expected term (in years) 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. 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 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, 2021 2020 Unvested at beginning of year 54,703 70,266 Early exercised stock options during the period — 23,540 Early exercised stock options repurchased during the period — (4,480 ) Vested during the period (37,097 ) (34,623 ) Unvested at end of year 17,606 54,703 Employee Stock Purchase Plan In February 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan, 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. Stock compensation expense for the year ended December 31, 2021 related to the ESPP was $0.5 million. As of December 31, 2021, the Company has issued 26,150 shares under the ESPP. The Company had an outstanding liability of $0.1 million at December 31, 2021, which is included in accrued compensation on the consolidated balance sheet, for employee contributions to the ESPP for shares pending issuance at the end of the offering period. At December 31, 2021, 333,850 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, 2021 Risk-free interest rate 0.03– 0.33% Expected volatility 71.6 – 83.9% Expected term (in years) 0.5 – 1.64 Expected dividend yield —% Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the accompanying statements of operations (in thousands): Year Ended December 31, 2021 2020 Research and development $ 1,755 $ 144 General and administrative 8,943 595 Discontinued operations — 101 Total stock-based compensation $ 10,698 $ 840 The total unrecognized compensation cost related to unvested stock-based awards as of December 31, 2021 was $45.4 million and is expected to be recognized over a weighted average period of 3.6 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, 2021 December 31, 2020 Conversion of convertible preferred stock issued — 16,086,426 Conversion of convertible preferred stock in future issuance (D-2) — 9,400,705 Common stock options issued and outstanding 6,474,039 2,930,248 Warrants to purchase convertible preferred stock outstanding — 11,250 Warrants to purchase common stock outstanding 14,884 — Shares available for issuance under equity incentive plan 1,856,063 373,789 Shares available for issuance under the ESPP 333,850 — Total 8,678,836 28,802,418 |