Equity and Share-based Compensation | Equity and Share-based Compensation In November 2017, Zentalis Pharmaceuticals, LLC was formed in the state of Delaware. In conjunction with a corporate restructuring, Zeno Pharmaceuticals, Inc., a Delaware corporation formed in 2014, was acquired by the Company pursuant to a merger agreement and became a wholly owned subsidiary of the Company. Per the terms of the merger agreement, each share of Zeno Pharmaceuticals, Inc. common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive one Class A common unit and each share of Zeno Pharmaceuticals, Inc. Series A preferred stock issued and outstanding immediately prior to the effective date of the merger converted into the right to receive one Series A preferred unit. As of the effective time of the merger agreement, all outstanding options to purchase shares of Zeno Pharmaceuticals, Inc. common stock were cancelled and replaced with profit interest awards in the LLC. In connection with the December 2017 corporate restructuring, we amended and restated the LLC agreement, and as amended, the capital units of the Company consisted of 1,638,000 authorized Series A preferred units, 3,621,000 authorized Series B preferred units, 15,000,000 authorized Class A common units and 872,620 authorized Class B common units. Class A Common Units In conjunction with the corporate restructuring in December 2017, 5,187,554 shares of common stock issued and outstanding and 406,831 shares of common stock subject to future vesting provisions of Zeno Pharmaceuticals, Inc. were converted into an equal number of Class A common units of Zentalis Pharmaceuticals, LLC. During the years ended December 31, 2021 and 2020, zero Class A common units were issued. As of December 31, 2021 and 2020, zero Class A common units were subject to future vesting conditions. Class B Common Units In conjunction with the corporate restructuring in December 2017, 703,000 options exercisable into Zeno Pharmaceuticals, Inc. common stock were converted into an equal number of Class B common units of Zentalis Pharmaceuticals, LLC. In September 2019, the number of authorized Class B common units was increased to 3,458,522. IPO and Follow-on Offerings On April 2, 2020 and immediately prior to the effectiveness of the Company’s IPO, Zentalis Pharmaceuticals, LLC converted from a Delaware limited liability company into a Delaware corporation pursuant to a statutory conversion, and changed its name to Zentalis Pharmaceuticals, Inc. In order to consummate the corporate conversion, a certificate of conversion was filed with the Secretary of State of the State of Delaware. All of the outstanding units of Zentalis Pharmaceuticals, LLC converted into shares of common stock of Zentalis Pharmaceuticals, Inc. based upon the value of Zentalis Pharmaceuticals, Inc. at the time of the IPO with a value implied by the price of the shares of common stock sold in the IPO. No cash or fractional shares of common stock were issued in connection with the corporate conversion. Based on the IPO price of $18.00 per share of common stock, all of the outstanding units converted into an aggregate of 25,288,854 shares of common stock (including 1,160,277 shares of restricted common stock). In connection with the completion of the IPO, the board and stockholders approved the certificate of incorporation to provide for 250,000,000 authorized shares of common stock with a par value of $0.001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.001 per share. On April 7, 2020, the Company completed the IPO in which the Company issued and sold 10,557,000 shares of common stock (including 1,377,000 shares of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a price of $18.00 per share. The Company’s aggregate gross proceeds from the sale of shares in the IPO, including the sale of shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, was $190.0 million before fees and expenses of $17.6 million. On August 3, 2020, the Company completed a follow-on offering in which the Company issued and sold 4,743,750 shares of common stock (including 618,750 shares of common stock in connection with the full exercise of the underwriters' option to purchase additional shares) at a public offering price of $35.00 per share. The Company's aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares pursuant to the exercise of the underwriters' option to purchase additional shares, was $166.0 million before fees and expenses of $10.8 million. On July 1, 2021, the Company completed a follow-on offering in which the Company issued and sold 3,565,000 shares of common stock (including 465,000 shares of common stock in connection with the full exercise of the underwriters’ option to purchase additional shares) at a public offering price of $48.50 per share. The Company’s aggregate gross proceeds from the sale of shares in the follow-on offering, including the sale of shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, was $172.9 million before fees and expenses of $10.7 million. In May 2021, the Company entered into a sales agreement, or the Sales Agreement, with SVB Leerink LLC, or SVB Leerink, as sales agent, pursuant to which the Company may, from time to time, issue and sell common stock with an aggregate value of up to $200.0 million in “at-the-market” offerings, or the ATM, under the Company's Registration Statement on Form S-3 (File No. 333-255769) filed with the SEC on May 4, 2021. Sales of common stock, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a) of the Securities Act, including sales made directly through the Nasdaq Global Market or any other existing trading market for the Company's common stock. From May 3, 2021 to December 31, 2021 the Company sold 125,643 shares of common stock under the Sales Agreement at a volume weighted-average price of $79.59 per share, raising aggregate gross proceeds of $10.0 million before fees and expenses of $0.3 million. Share-based Compensation In the Company’s 2017 Profit Interest Plan ("the Plan") as approved and adopted by the Board of Directors on December 21, 2017, the Company was authorized to issue up to 3,458,522 shares of Class B common units ("profit interest award units"), subject to restrictions as described in the Plan. In April 2020, the Plan was terminated and the Company’s board of directors adopted, and the Company’s stockholders approved the 2020 Incentive Award Plan ("the 2020 Plan"), which became effective upon the corporate conversion. The number of common shares available for issuance under the 2020 Plan is the sum of (1) 5,600,000 shares of common stock; plus (2) any shares forfeited from the unvested restricted shares of our common stock issued upon conversion of unvested Class B common units (up to 1,250,000 shares); plus (3) an annual increase on the first day of each fiscal year beginning with the fiscal year ending December 31, 2021 and continuing to, and including, the fiscal year ending December 31, 2030, equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by our board of directors. At December 31, 2021, 4,517,677 shares were subject to outstanding awards and 1,971,266 shares were available for future grants of share-based awards. In connection with the corporate conversion, each outstanding profits interest award unit was converted into a number of shares of common stock and restricted common stock based upon the IPO price. The restricted common stock issued in respect of profits interest award units continues to be subject to vesting in accordance with the vesting schedule that was applicable to such profits interest award units. During 2021, we issued an aggregate of 232,684 shares of common stock in connection with the exercises of stock options for cash in the aggregate amount of approximately $7.2 million. We did not issue any shares of common stock in connection with grants of RSA's. We issued 516,831 shares of common stock, upon vesting of RSU's. The RSU holders surrendered 17,080 RSU's to pay for minimum withholding taxes totaling approximately $1.1 million. Total share-based compensation expense related to share based awards was comprised of the following (in thousands): Year ended December 31, 2021 2020 2019 Research and development expense $ 20,858 $ 7,296 $ 339 General and administrative expense 14,879 15,850 278 Total share-based compensation expense $ 35,737 $ 23,146 $ 617 Share-based compensation expense by type of share-based award (in thousands): Year ended December 31, 2021 2020 2019 Profits interest award units $ — $ 329 $ 617 Stock options 20,773 6,925 — RSAs and RSUs 14,643 15,892 — Employee Stock Purchase Plan 321 — — $ 35,737 $ 23,146 $ 617 Prior to the deconsolidation of Zentera during the third quarter of 2021, total share-based compensation expense includes $138 thousand of share-based compensation expense for employees, consultants and directors of Zentera, for the twelve months ended December 31, 2021, compared to $187 thousand and zero for the same period in 2020 and 2019, respectively. Total unrecognized estimated compensation cost by type of award and the weighted average requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted): December 31, 2021 Unrecognized Remaining Stock options $ 71,753 3.0 RSAs 1,244 1.6 RSUs 6,157 2.3 Profits Interest Award Units: The following table provides a summary of the profits interest units award activity under the Plan. The amounts include profits interest units granted to both employees and non-employees: Number of Units Weighted Average Outstanding at Outstanding at December 31, 2018 1,612,311 $ 1.56 Granted 1,095,545 $ 2.73 Forfeited (37,188) $ 1.62 Outstanding at Outstanding at December 31, 2019 2,670,668 $ 2.04 Granted 70,000 $ 3.06 Cancelled upon conversion (2,740,668) $ 2.07 Outstanding at December 31, 2020 — $ — The fair value of the profits interest award units was estimated using an option pricing model with the following assumptions: Year ended December 31, 2020 2019 Members’ equity value (in thousands) $271,207 $197,041 - $271,207 Threshold amounts (in thousands) $309,824 $143,800 - $309,824 Risk-free rate 1.5% 1.5% Volatility 75.0% 75.0% Time to liquidity (in years) 1.1 1.1 - 1.8 Lack of marketability discount 26.5% 18.8% - 26.4% Grant date fair value $3.06 $1.88 - $3.06 The Black-Scholes-Merton option pricing model (“Black-Scholes model) was used to estimate the fair value of each profit interest award units on the date of grant. The members’ equity value was based on a recent enterprise valuation analysis performed. The threshold amounts were determined by the Board of Directors at the time of grant. The expected life of the profits interest award units granted during the period presented was determined based on an expected liquidation event under the plan. We applied the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the life of the award. The expected volatility was based on a peer group in the industry in which the Company does business consistent with the expected time to liquidity. The dividend yield was set at zero as the underlying security does not and is not expected to pay a dividend. The Finnerty model and the Asian Protective Put Model methods were used to estimate the discount for lack of marketability inherent to the awards. Stock Options: The following table summarizes option activity for the year ended December 31, 2021. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 3,121,221 $ 25.45 Granted 1,527,300 $ 50.95 Exercised (232,684) $ 30.73 Cancelled (172,355) $ 34.49 Outstanding at December 31, 2021 4,243,482 $ 33.97 8.7 $212,566 Vested and expected to vest at December 31, 2021 4,243,482 $ 33.97 8.7 $212,566 Exercisable at December 31, 2021 1,141,421 $ 24.84 8.4 $67,600 The weighted average grant date fair value of stock options granted during the years ended December 31, 2021 and 2020 was $33.27 and $16.79, respectively. The total intrinsic value of options exercised during the year ended December 31, 2021 and 2020 was approximately $8.8 million and zero, respectively. The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimates expected volatility based on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company uses the “simplified method” for estimating the expected term of employee options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero. The fair value of the stock options granted during the year ended December 31, 2021 was determined with the following assumptions: Year ended December 31, 2021 2020 Expected volatility 73.2% - 76.6% 76.4% - 78.7% Average expected term (in years) 5.2 - 6.1 1.0 - 6.0 Risk-free interest rate 0.5% - 1.3% 0.1% - 0.5% Expected dividend yield —% —% Restricted Stock Awards: RSAs are shares of our common stock subject to forfeiture restrictions that lapse based on the awardee's continued employment or service. The shares covered by a RSA cannot be sold, pledged or otherwise disposed of until the awards vest, and any unvested shares will be forfeited following the awardee's termination of service. The following table provides a summary of the RSA activity. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at Outstanding at December 31, 2020 742,411 $ 3.03 Vested (376,117) $ 4.39 Forfeited (4,462) $ 3.80 Outstanding at December 31, 2021 361,832 $ 3.47 The fair value of RSAs issued upon conversion of the unvested profit interest award units was based on a Black-Scholes pricing model. The estimated fair value of the RSAs for any future grants will be based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSA's vested during the years ended December 31, 2021 and 2020 was approximately $1.7 million and $1.1 million, respectively. The fair value of RSA's vested during the years ended December 31, 2021 and 2020, was approximately $21.0 million and $14.3 million, respectively. Restricted Stock Units: A RSU is a promise by us to issue a share of our common stock upon vesting of the unit. The following table provides a summary of the restricted stock unit ("RSU") activity under the 2020 Plan. The amounts include incentive units granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2020 674,757 $ 23.75 Granted 158,750 $ 39.82 Vested (533,911) $ 23.75 Forfeited (25,401) $ 23.75 Outstanding at December 31, 2021 274,195 $ 33.06 The estimated fair value of the RSUs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSU's vested during the years ended December 31, 2021 and 2020 was approximately $12.7 million and $10.1 million, respectively. The fair value of RSUs vested during the years ended December 31, 2021 and 2020 was approximately $26.4 million and $21.8 million, respectively. Employee Stock Purchase Plan In April 2020, the Company’s board of directors adopted, and the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective upon the corporate conversion. The number of common shares initially available for issuance under the 2020 ESPP was the sum of (1) 450,000 shares of common stock; plus (2) an annual increase on the first day of each fiscal year beginning with the fiscal year ending December 31, 2021 and continuing to, and including, the fiscal year ending December 31, 2030, equal to the least of (a) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year, (b) 1,500,000 shares and (c) such smaller number of shares as determined by our board of directors. The 2020 ESPP was amended and restated effective March 15, 2021 to provide for a share reserve of 2,000,000 shares and the elimination of the evergreen provision. The weighted average assumptions used to estimate the fair value of stock purchase rights under the employee stock purchase plan are as follows: Year ended December 31, 2021 2020 ESPP Volatility 48.2 % — Expected term (years) 0.5 — Risk free rate 0.1 % — Expected dividend yield — % — Under the terms of the ESPP, the Company’s employees may elect to have up to 20% of their compensation, up to a maximum of $21,250 per calendar year, withheld to purchase shares of the Company’s common stock for a purchase price equal to 85% of the lower of the fair market value per share (at closing) of the Company’s common stock on (i) the first trading day of a six-month offering period, or (ii) the applicable purchase date, defined as the last trading day of the six-month offering period. |