Stockholders’ Equity (Deficit) | 9. Stockholders’ Equity (Deficit) During 2017, the Company issued 8,620,000 shares of common stock to founders at a price of $0.00001 per share and 2,088,074 shares of common stock to Biocon as partial consideration for the License Agreements (Note 7). The shares issued to Biocon were valued at $0.005 per share, resulting in $9,689 of research license expense. On October 16, 2018, the Company completed an IPO, selling 4,670,000 shares of common stock at an offering price of $14.00 per share. The Company received net proceeds of approximately $58.7 million, after deducting underwriting discounts, commissions and offering-related transaction costs. In connection with the closing of the IPO in October 2018, the Convertible Promissory notes automatically converted into an aggregate of 878,834 shares of the Company’s common stock and the Company issued 228,060 shares of common stock to Biocon pursuant to certain anti-dilution rights. In November aggregate of 445,097 shares of common stock pursuant to the underwriters’ partial exercise of their option to purchase additional shares Stock Options In December 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards. In October 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) as the successor to and continuation of the 2017 Plan. No further grants will be made under the 2017 Plan. The 2018 Plan became effective in connection with the execution and delivery of the underwriting agreement related to the IPO. The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other forms of stock awards. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2018 Plan is 2,229,773 shares which consists of 333,119 shares of common stock reserved for issuance under the 2017 Plan at the time the 2018 Plan was adopted, 1,040,000 new shares of common stock approved for issuance under the 2018 Plan and 856,654 shares underlying awards granted under the 2017 Plan that were outstanding as of the effective date of the 2018 Plan and which will be added to the 2018 Plan’s reserve if such awards expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or are reacquired, withheld or not issued to satisfy a tax withholding or to satisfy a purchase price or exercise price of a stock award. As of December 31, 2018, the number of shares reserved under the 2018 Plan was 1,363,119 shares. The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2019 through January 1, 2028, in an amount equal to 5.0% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. The maximum number of shares of the Company’s common stock that may be issued on the exercise of incentive stock options under the Company’s 2018 Plan is 6,689,319. Options granted under the 2018 Plan and 2017 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The exercise price of each option shall be determined by the Board of Directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years and early exercise is permitted. A summary of the Company’s stock option activity under the 2018 Plan and 2017 Plan are as follows: Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2017 - $ - - $ - Granted 866,654 2.16 Exercised (446,171 ) (0.66 ) Cancelled - - Outstanding at December 31, 2018 420,483 $ 3.75 9.67 $ 1,853,746 Options exercisable at December 31, 2018 - $ - - $ - T he weighted-average fair value of options granted for the year ended December 31, 2018 and for the period March 16, 2017 (Inception) through December 31, 2017, were $5.79 and $0, respectively. The following table summarizes certain information regarding stock options: Year Ended December 31, Period March 16, 2017 (Inception) through December 31 2018 2017 Fair value of options vested during the period $ 46,080 $ - Cash received from options exercised during the period $ 291,091 $ - Intrinsic value of options exercised during the period $ 3,345,710 $ - 2018 Employee Stock Purchase Plan In October 2018, the Company adopted the 2018 Equity Stock Purchase Plan (“ESPP”). The ESPP became effective in connection with the execution and delivery of the underwriting agreement related to the IPO. The ESPP authorizes the issuance of 343,275 shares of the Company’s common stock under purchase rights granted to the Company’s employees or to employees of any of the Company’s designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2019 through January 1, 2028, by the lesser of (1) 1.0% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 343,275 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Liability for Early Exercise of Restricted Stock Options All stock option grants under the 2017 Plan provide for exercise of the stock option prior to vesting. Shares of common stock issued upon exercise of unvested options are subject to repurchase by the Company at the respective original exercise price until vested. Consideration received for the exercise of unvested stock options is recorded as a liability and reclassified into equity as the related award vests. As of December 31, 2018, 446,171 unvested shares issued under early exercise provisions were subject to repurchase by the Company. The balance sheet reflects an unvested stock liability of $0.3 million and $0 million as of December 31, 2018 and 2017, respectively. The short-term portion of the unvested stock liability totals $0.1 million and is classified as accrued expenses on the accompanying balance sheet. The long-term portion of the unvested stock liability totals $0.2 million and is classified as other non-current liabilities on the accompanying balance sheet. Stock-Based Compensation Expense The allocation of stock-based compensation for all stock awards is as follows: Year Ended December 31, Period March 16, 2017 (Inception) through December 31 2018 2017 Research and development $ 250,701 $ - General and administrative 191,213 - Total $ 441,914 $ - The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Year Ended December 31, Period March 16, 2017 (Inception) through December 31, 2018 2017 Risk-free interest rate 2.83% - Expected volatility 88.29% - Expected term (in years) 5.91 - Expected dividend yield 0% - Risk-free interest rate. The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options. Expected volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility as a private company, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. Forfeitures . The Company reduces stock-based compensation expense for actual forfeitures during the period. As of December 31, 2018 and 2017, the unrecognized compensation cost related to unvested stock option grants Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of December 31, 2018 and 2017: December 31, December 31, 2018 2017 Stock options issued and outstanding 420,483 - Awards available under the 2017 Plan - 1,189,773 Awards available under the 2018 Plan 1,363,119 - Employee stock purchase plan 343,275 - Total 2,126,877 1,189,773 |