Stockholders' Equity (Deficit) | 8 . 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 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 six months ended June 30, 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 June 30, 2022, the Company has sold 555,297 shares of its common stock under the Sale Agreement at a weighted average price of $27.31 resulting in net proceeds of approximately $14.0 million. 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 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 six months ended June 30, 2022 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, 2021 6,474,039 $ 12.18 8.5 $ 177,130 Granted 1,325,947 $ 30.34 Exercised (163,675 ) $ 2.73 Cancelled/forfeited (91,665 ) $ 20.54 Outstanding at June 30, 2022 7,544,646 $ 15.47 8.3 $ 108,623 Vested or expected to vest at June 30, 2022 7,544,646 $ 15.47 8.3 $ 108,623 Exercisable at June 30, 2022 2,299,870 $ 4.98 6.6 $ 53,483 The weighted average grant date fair value of options granted during the six months ended June 30, 2022 and 2021 was $20.52 and $5.93, respectively. The total intrinsic value of options exercised during the three months ended June 30, 2022 and 2021 was $0.5 million and $1.2 million, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2022 and 2021 was $6.3 million and $1.3 million, respectively. The grant date fair value of stock options was determined using the Black-Scholes option pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Risk-free interest rate 2.7 – 3.0% 1.0 – 1.1% 1.5 – 3.0% 0.6 – 1.1% Expected volatility 73.8 – 74.4% 73.0 – 74.2% 73.2 – 74.6% 73.0 – 95.2% Expected term (in years) 5.5 – 6.5 5.8 – 6.1 5.5 – 6.5 5.8 – 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 Outstanding Awards Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Balance at December 31, 2021 — Granted 112,886 $ 29.56 Cancelled — Balance at June 30, 2022 112,886 $ — Vested or expected to vest at June 30, 2022 112,886 $ — The Company’s current restricted stock units vest 100% three years from the grant date, 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. 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 for the six months ended June 30, 2022: Unvested at beginning of period 17,606 Vested or cancelled during the period (8,625 ) Unvested at end of period 8,981 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 three and six months ended June 30, 2022 related to the ESPP was $0.1 million. As of June 30, 2022, the Company has 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: Six Months Ended June 30, 2022 Risk-free interest rate 0.03– 2.4% Expected volatility 69.4 – 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): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 1,644 $ 267 $ 2,780 $ 438 General and administrative 2,992 936 5,135 1,557 Total stock-based compensation $ 4,636 $ 1,203 $ 7,915 $ 1,995 As of June 30, 2022, approximately $70.1 million of total unrecognized compensation expense related to unvested stock options and restricted stock units is expected to be recognized over a weighted average period of 3.0 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following: June 30, 2022 December 31, 2021 Common stock options issued and outstanding 7,544,646 6,474,039 Warrants to purchase common stock 14,884 14,884 Shares available for issuance under equity incentive plan 2,456,930 1,856,063 Shares available for issuance under the ESPP 703,478 333,850 Total 10,719,938 8,678,836 |