Stockholders' Equity | Stockholders' Equity Follow-on Offerings of Common Stock On June 15, 2023, we completed a follow-on offering in which we issued and sold 11,032,656 shares of common stock at a public offering price of $22.66 per share. The total gross proceeds for the offering were approximately $250.0 million, before deducting offering expenses of $14.3 million payable by us. On May 18, 2022, we completed a follow-on offering in which we issued and sold 10,330,000 shares of common stock at a public offering price of $19.38 per share. The total gross proceeds for the offering were approximately $200.2 million, before deducting offering expenses of $11.4 million payable by us. Direct Offering of Common Stock On April 29, 2022, pursuant to our Registration Statement on Form S-3 (Registration No. 333-255769), filed with the SEC on May 4, 2021, we completed a direct offering of common stock to Pfizer Inc. (“Pfizer”). We issued and sold 953,834 shares of our common stock at an offering price of $26.21 per share. The total gross proceeds for the offering were approximately $25.0 million, before deducting offering expenses of $0.3 million payable by us. The parties have entered into an agreement to collaborate to advance the clinical development of azenosertib (ZN-c3), a selective WEE1 inhibitor designed to induce synthetic lethality in cancer cells. We did not grant Pfizer any economic ownership or control of azenosertib or the rest of our pipeline. The gross offering proceeds received from Pfizer exceeded the fair value of our common stock on the date of the investment. As of December 31, 2023, $2.5 million has been recorded as accrued research and development expense on the consolidated balance sheet and will be recognized as a reduction of research and development expense over the term of the collaboration agreement. ATM Program In May 2021, the Company entered into a sales agreement (the “Sales Agreement”), with Leerink Partners LLC, 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 (the “ATM”), under the Company's Registration Statement on Form S-3 (File No. 333-255769). 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. During the quarter ended December 31, 2023, we did not sell any shares of common stock under the Sales Agreement. As of December 31, 2023 there was $140.3 million of common stock remaining available for sale under the Sales Agreement. Share-based Compensation Effective April 2020, the Company’s Board of Directors adopted, and the Company’s stockholders approved the 2020 Incentive Award Plan (the "2020 Plan"), which allows for grants to selected employees, consultants and non-employee members of the Board of Directors. We currently grant stock options and restricted stock units (“RSUs”), under the 2020 Plan. Awards may be made under the 2020 Plan covering up to 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. In July 2022, the Company’s Board of Directors approved the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan (the “2022 Inducement Plan”), which is used exclusively for the grant of equity awards to new employees as an inducement material to the employees’ entering into employment with the Company. As of December 31, 2023, the Board of Directors reserved 2,275,000 shares of the Company’s common stock for issuance pursuant to awards granted under the 2022 Inducement Plan. As of December 31, 2023, 9,240,394 shares were subject to outstanding awards under the 2020 Plan and 1,836,357 shares were available for future grants of share-based awards under the 2020 Plan. As of December 31, 2023, 1,995,856 shares were subject to outstanding awards under the 2022 Inducement Plan and 254,144 shares were available for future grants of share-based awards under the 2022 Inducement Plan. During 2023, we issued an aggregate of 54,324 shares of common stock in connection with the exercises of stock options for cash in the aggregate amount of approximately $1.0 million. We did not issue any shares of common stock in connection with grants of restricted stock awards ("RSA's"). We issued 360,555 shares of common stock, upon vesting of RSU's. Total share-based compensation expense related to share-based awards was comprised of the following (in thousands): Year ended December 31, 2023 2022 2021 Research and development expense $ 24,519 $ 20,439 $ 14,879 General and administrative expense 30,303 26,401 20,858 Total share-based compensation expense $ 54,822 $ 46,840 $ 35,737 Share-based compensation expense by type of share-based award (in thousands): Year ended December 31, 2023 2022 2021 Stock options $ 41,642 $ 36,338 $ 20,773 RSAs and RSUs 12,816 10,075 14,643 Employee Stock Purchase Plan 364 427 321 $ 54,822 $ 46,840 $ 35,737 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 year ended December 31, 2021. 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, 2023 Unrecognized Remaining Stock options $ 92,129 2.7 RSAs $ 1 0.0 RSUs $ 20,699 2.5 Stock Options: The following table summarizes option activity for the year ended December 31, 2023. The amounts include stock options 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, 2022 8,051,459 $ 29.97 Granted 3,772,345 $ 22.17 Exercised (54,324) $ 18.31 Cancelled (1,752,045) $ 32.82 Outstanding at December 31, 2023 10,017,435 $ 26.59 7.8 $160 Vested and expected to vest at December 31, 2023 10,017,435 $ 26.59 7.8 $160 Exercisable at December 31, 2023 4,086,661 $ 27.91 6.6 $— The weighted average grant date fair value of stock options granted during the years ended December 31, 2023, 2022 and 2021 was $15.48 per share, $20.45 per share and $33.27 respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was approximately $0.3 million, $2.0 million and $8.8 million, respectively. The exercise price of stock options granted is equal to the closing price of the Company's 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, 2023 was determined with the following assumptions: Year ended December 31, 2023 2022 2021 Expected volatility 73.5% - 80.8% 73.6% - 80.5% 73.2% - 76.6% Average expected term (in years) 5.5 - 6.1 6.0 - 6.5 5.2 - 6.1 Risk-free interest rate 3.4% - 4.7% 1.5% - 4.2% 0.5% - 1.3% 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 summarizes RSA activity for the year ending December 31, 2023. The amounts include RSAs granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2022 125,506 $ 5.45 Vested (120,102) $ 5.53 Forfeited (4,455) $ 3.30 Outstanding at December 31, 2023 949 $ 4.61 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 RSAs vested during the years ended December 31, 2023, 2022 and 2021 was approximately $0.7 million, $1.0 million and $1.7 million, respectively. The fair value of RSAs vested during the years ended December 31, 2023, 2022 and 2021, was approximately $2.7 million, $8.3 million and $21.0 million, respectively. Restricted Stock Units: An RSU is a promise by us to issue a share of our common stock upon vesting of the unit. The following table summarizes RSU activity for the year ending December 31, 2023. The amounts include RSUs granted to both employees and non-employees: Number of Shares Weighted Average Grant Date Outstanding at December 31, 2022 922,901 $ 27.48 Granted 968,823 $ 22.94 Vested (360,555) $ 27.02 Forfeited (312,354) $ 25.88 Outstanding at December 31, 2023 1,218,815 $ 24.56 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 RSUs vested during the years ended December 31, 2023, 2022 and 2021 was approximately $9.7 million $4.6 million and $12.7 million, respectively. The fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was approximately $7.7 million, $7.3 million and $26.4 million, respectively. Employee Stock Purchase Plan Effective 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 was subsequently amended and restated effective March 15, 2021 to provide for a share reserve of 2,000,000 shares. As of December 31, 2023, 1,913,160 shares were available for issuance under the 2020 ESPP. The weighted average assumptions used to estimate the fair value of stock purchase rights under the 2020 ESPP are as follows: Year ended December 31, 2023 2022 2021 ESPP Volatility 85.8 % 74.0 % 48.2 % Expected term (years) 0.5 0.5 0.5 Risk free rate 4.8 % 1.6 % 0.1 % Expected dividend yield — % — % — % Under the terms of the 2020 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. |