STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY In August 2021, the Company completed its initial public offering ("IPO"), pursuant to which it issued and sold 7,130,000 shares of the Company’s common stock, inclusive of 930,000 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares at a public offering price of $13.00 per share. The gross proceeds from the IPO, including the exercise of the underwriters' option to purchase additional shares were $92.7 million and the net proceeds were approximately $83.0 million, after deducting underwriting discounts and commissions and other offering costs. In November 2022, the Company completed a follow-on offering in which it raised gross proceeds of $54.8 million from the sale of 5,803,655 shares of common stock, inclusive of 803,654 shares of common stock sold pursuant to the partial exercise of the underwriters' option to purchase additional shares at the price of $6.00 per share and we issued to certain investors in lieu of common stock, pre-funded warrants to purchase up to an aggregate of 3,333,388 shares of common stock at a price of $5.9999, which represents the per share public offering price for the shares less the $0.0001 per share exercise price for each pre-funded warrant. The net proceeds from the November 2022 follow-on offering were approximately $50.8 million, after deducting underwriting discounts and commissions and other offering costs. The Company had 200,000,000 shares of common stock authorized as of June 30, 2023 and December 31, 2022, respectively, of which 37,790,856 and 37,837,369 shares were issued and outstanding as of June 30, 2023 and December 31, 2022. Preferred Stock The Company had 50,000,000 shares of preferred stock authorized as of June 30, 2023 and December 31, 2022, respectively, of which no shares were outstanding as of June 30, 2023 and December 31, 2022. Pre-Funded Warrants In connection with the November 2022 follow-on offering, the Company entered into an agreement with certain investors for pre-funded warrants in lieu of common stock to purchase up to an aggregate of 3,333,388 shares of common stock at a price of $5.9999, which represents the per share public offering price at the November 2022 follow-on offering for common stock less a $0.0001 per share exercise price for each pre-funded warrant. The Company may not effect the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded warrant if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such pre-funded warrants, provided that such percentage may in no event exceed 19.99%. The Company has assessed the pre-funded warrant for appropriate equity or liability classification. During this assessment, the Company determined the pre-funded warrant is a freestanding instrument that does not meet the definition of a liability pursuant to ASC 480 and does not meet the definition of a derivative pursuant to ASC 815. The pre-funded warrant is indexed to the Company’s common stock and meets all other conditions for equity classification under ASC 480 and ASC 815. Accordingly, the pre-funded warrant classified as equity and accounted for as a component of additional paid-in capital at the time of issuance. All of the pre-funded warrants related to our November 2022 follow-on offering remain outstanding and unexercised as of June 30, 2023. Share-based Compensation Share-based compensation, comprised of stock options, restricted stock awards, restricted stock units and shares issued pursuant to the employee stock purchase plan, is classified in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022 as follows: FOR THE THREE MONTHS ENDED JUNE 30, FOR THE SIX MONTHS ENDED JUNE 30, (in thousands) 2023 2022 2023 2022 Research and development $ 1,180 $ 911 $ 2,243 $ 1,636 General and administrative 1,512 1,736 3,494 3,065 $ 2,692 $ 2,647 $ 5,737 $ 4,701 2021 Equity Incentive Plan In 2021, the board of directors adopted the Rallybio Corporation 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan initially reserved 5,440,344 shares of the Company's common stock that have been issued in respect of outstanding equity awards granted prior to the Company’s IPO, and for future issuances of shares to employees, directors and consultants in the form of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on the Company's common stock. Dividend equivalents may also be provided in connection with awards under the 2021 Plan. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) five percent of the number of shares of the Company's common stock outstanding as of such date and (ii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. On January 1, 2023 and January 1, 2022, the 2021 Plan share pool was automatically increased by 1,891,868 shares and 1,606,549 shares, respectively. As of June 30, 2023, the total number of shares of common stock that were issuable under the 2021 Plan was 6,777,875 shares, of which 2,248,743 shares remained available for future issuance. The following table summarizes stock option activity for the six months ended June 30, 2023: Stock Options Number of Option Shares Weighted-Average Exercise Weighted-Average Contractual Aggregate Intrinsic Value Outstanding at December 31, 2022 2,609,314 $ 13.01 8.8 $ — Granted 2,009,233 $ 6.51 Forfeited (146,500) $ 13.65 Expired (107,990) $ 13.62 Exercised — $ — Outstanding at June 30, 2023 4,364,057 $ 9.98 9.0 $ 9.0 Options exercisable at June 30, 2023 1,128,852 $ 12.18 8.6 $ — The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company's common stock. Options outstanding and exercisable with an exercise price above the closing price as of June 30, 2023 are considered to have no intrinsic value. Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the six months ended June 30, 2023 and 2022 was $4.93 per share and $10.17 per share, respectively. As of June 30, 2023, there was unrecognized share-based compensation expense related to unvested stock options of $21.5 million which the Company expects to recognize over a weighted-average period of approximately 2.8 years. The fair value of the stock options granted during the six months ended June 30, 2023 was determined using the Black-Scholes option pricing model with the following assumptions: FOR THE SIX MONTHS ENDED JUNE 30, 2023 Expected volatility 89.14% - 92.27% Expected term (years) 5.50 - 6.08 Risk free interest rate 3.58% - 4.52% Expected dividend yield — Exercise price $5.38 - $7.83 A summary of the status of the Company's nonvested restricted common stock awards at June 30, 2023 and changes during the six months ended June 30, 2023 was as follows: Restricted Stock Awards Shares Weighted-Average Grant Date Fair Value Per Share Nonvested restricted stock awards at December 31, 2022 1,006,368 $ 3.48 Granted — $ — Vested (329,883) $ 3.05 Forfeited (91,155) $ 2.77 Outstanding nonvested restricted stock awards at June 30, 2023 585,330 $ 3.83 As of June 30, 2023, there was unrecognized share-based compensation expense related to unvested restricted stock awards of $2.1 million, which the Company expects to recognize over a weighted-average period of approximately 1.7 years. A summary of the status of the Company's nonvested restricted common stock units at June 30, 2023 and changes during the six months ended June 30, 2023 was as follows: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Per Share Nonvested restricted stock units at December 31, 2022 128,600 $ 11.12 Granted 38,400 $ 5.66 Forfeited — $ — Vested (1,925) $ 7.68 Outstanding nonvested restricted stock units at June 30, 2023 165,075 $ 9.89 As of June 30, 2023, there was unrecognized share-based compensation expense related to unvested restricted stock units of $1.0 million, which the Company expects to recognize over a weighted-average period of approximately 2.0 years. 2021 Employee Stock Purchase Plan In connection with the Company's IPO, the board of directors adopted the Rallybio Corporation 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which initially reserved 291,324 shares of the Company's common stock for future issuances. The share pool will automatically increase on January 1st of each year until 2031, by the lesser of (i) one percent of the number of shares of the Company's common stock outstanding as of such date, (ii) 582,648 shares of the Company’s common stock and (iii) the number of shares of the Company's common stock determined by the board of directors on or prior to such date. On January 1, 2023 and January 1, 2022, the 2021 ESPP share pool was automatically increased by 378,373 shares and 321,309 shares, respectively. As of June 30, 2023, the total number of shares of the Company's common stock that were available for future issuance under the 2021 ESPP was 908,738 shares. During the six months ended June 30, 2023, the Company issued 43,423 shares under the 2021 ESPP. The Company did not issue any shares during the six months ended June 30, 2022 under the 2021 ESPP. For the three and six months ended June 30, 2023, the total share-based compensation for the 2021 ESPP was $60 thousand and $122 thousand, respectively. There was no share-based compensation for the 2021 ESPP for the three and six months ended June 30, 2022. |