Stockholders' Equity | 7. Stockholders’ Equity Common Stock In March 2019, subsequent to the Merger, the Company sold 1,491,072 shares of the Company’s common stock to Frazier. In March 2019, the founders granted the Company a repurchase right for the 3,373,408 shares of common stock originally purchased in 2018. The Company has the right, but not the obligation, to repurchase unvested shares in the event the founder’s relationship with the Company is terminated, subject to certain limitations, at the original purchase price of the stock. The repurchase right lapsed for 843,352 shares in March 2019 and the repurchase right for the remaining 2,530,056 shares lapses in equal monthly amounts over the following 48-month period ending in March 2023 . The fair value of the founder shares at the date the repurchase right was granted is being recognized as stock-based compensation expense on a straight-line basis over the vesting period. As of December 31, 2021, 395,321 shares of common stock were subject to repurchase by the Company and the associated repurchase liability was not significant. The amount of recognized and unrecognized stock-based compensation related to the founder stock was immaterial for all periods presented. In May 2019, the Company issued Takeda 1,084,000 shares of common stock in connection with the Takeda License. For the period from January 1, 2019 to May 6, 2019, the Company issued 2,524,852 shares of common stock to various employees and consultants of the Company for aggregate proceeds of approximately $ 1,000 . Upon issuance, these shares were subject to a repurchase option by the Company at the original purchase price of the shares. The repurchase rights generally lapse as to 25 % of the shares on the first anniversary of the vesting commencement date, and the repurchase right lapses as to 1/48 th of the shares each one-month period thereafter, subject to the purchaser remaining continuously an employee, consultant or director of the Company. In November 2019, the Company repurchased 17,560 shares at the original purchase price for an aggregate purchase price of $ 5.20 . As of December 31, 2021, 749,488 shares remain available for repurchase by the Company and the associated repurchase liability was not significant. On October 29, 2019, upon completion of the IPO, the Company sold 10,997,630 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,434,473 additional shares at a public offering price of $ 19.00 per share. The net proceeds were approximately $ 191.5 million, after deducting underwriting discounts, commissions and offering costs. In November 2020, the Company entered into an Open Market Sale Agreement, or, the Sales Agreement, with Jefferies LLC, or, the Sales Agent, under which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $ 125.0 million through the Sales Agent, or, the ATM Offering. Pursuant to the Sales Agreement, the Company will pay the Sales Agent a commission for its services in acting as an agent in the sale of common stock in an amount equal to 3 % of the gross sales price per share sold. No shares were sold under the ATM Offering as of December 31, 2021. On December 16, 2020, the Company completed an underwritten public offering, in which it sold 2,250,000 shares of its common stock at a price of $ 42.00 per share for total gross proceeds of $ 94.5 million. The net purchase price after deducting underwriting discounts and commissions was $ 39.48 per share, which generated net proceeds of $ 88.8 million. The Company incurred an additional $ 0.2 million of offering expenses in connection with this public offering. A summary of the Company’s unvested shares is as follows: Balance at December 31, 2020 2,746,759 Share vesting ( 1,601,950 ) Balance at December 31, 2021 1,144,809 For accounting purposes, unvested shares of common stock are considered issued, but not outstanding until they vest. Common stock reserved for future issuance consists of the following: December 31, Common stock warrants 7,450,532 Stock options and performance-based awards outstanding 4,581,029 Shares available for issuance under the 2019 Incentive Plan 1,772,744 Shares available for issuance under the ESPP Plan 842,036 Balance at December 31, 2021 14,646,341 Preferred Stock The Company is authorized to issue up to 40 million shares of preferred stock. As of December 31, 2021, and December 31, 2020, there were no shares of preferred stock issued or outstanding. Equity Incentive Plan The Company’s 2019 Equity Incentive Plan, or the Existing Incentive 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 to eligible recipients, including employees, directors or consultants of the Company. The Company had 2,231,739 shares of common stock authorized for issuance under the Existing Incentive Plan, of which, 1,400,528 stock options and 16,260 restricted stock awards were granted in 2019. As a result of the adoption of the 2019 Incentive Award Plan, or the 2019 Plan, in October 2019, no further shares are available for issuance under the Existing Incentive Plan. 2019 Incentive Award Plan In October 2019, the board of directors adopted, and the Company’s stockholders approved, the 2019 Plan, which became effective in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. The number of shares initially available for issuance will be increased by (i) the number of shares subject to stock options or similar awards granted under the Existing Incentive Plan that expire or otherwise terminate without having been exercised in full after the effective date of the 2019 Plan and unvested shares issued pursuant to awards granted under the Existing Incentive Plan that are forfeited to or repurchased by the Company after the effective date of the 2019 Plan, with the maximum number of shares to be added to the 2019 Plan pursuant to clause (i) above equal to 1,416,788 shares, and (ii) an annual increase on January 1 of each calendar year beginning in 2020 and ending in 2029, 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 the board of directors. As of December 31, 2021, 1,772,744 shares remain available for issuance, which reflects 1,915,300 stock options and performance-based units ("PSU") granted, and 175,430 cancelled or forfeited, during the year ended December 31, 2021 as well as annual increases of 1,250,511 and 1,158,580 shares that were authorized on January 1, 2021 and 2020. An additional 1,582,802 shares were authorized on January 1, 2022. Performance-based Units During 2020, the Company granted 220,000 PSUs whereby vesting depends upon the approval by the U.S. Food and Drug Administration, or FDA, of vonoprazan for H. pylori and then, or concurrent with, erosive esophagitis. In 2021, the Company granted an additional 190,050 PSUs to employees. As of December 31, 2021, the PSU milestones had not been achieved. As of December 31, 2021, no related compensation cost had been recognized. The following table summarizes PSU activity under the 2019 Incentive Award Plan during the year ended December 31, 2021. Number of Weighted- Unvested balance at December 31, 2020 220,000 $ 32.48 Granted 190,050 31.80 Vested — — Forfeited ( 15,750 ) 30.63 Unvested balance at December 31, 2021 394,300 $ 32.23 As of December 31, 2021 there was approximately $ 12.7 million of related unrecognized compensation cost, which will be recognized upon vesting. Employee Stock Purchase Plan In October 2019, the board of directors adopted, and the Company’s stockholders approved, the Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20 % of their eligible compensation, which includes a participant’s gross base compensation for services to the Company, including overtime payments and excluding sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. A total of 270,000 shares of common stock was initially reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2020 and ending in 2029, by an amount equal to the lesser of: (i) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors. As of December 31, 2021, 842,036 shares of common stock remain available for issuance, which reflects 30,237 shares sold to employees during the year ended December 31, 2021 as well as the annual increases of 312,628 and 289,645 shares that were authorized on January 1, 2021 and 2020. No additional shares were authorized in January 2022. The ESPP is considered a compensatory plan, and the Company recorded related stock-based compensation of $ 0.4 million and 0.3 million for the year ended December 31, 2021 and 2020, respectively. The weighted-average assumptions used to estimate the fair value of ESPP awards using the Black-Scholes option valuation model were as follows: Years Ended 2021 2020 Assumptions: Expected term (in years) 0.69 1.00 Expected volatility 76.25 % 76.25 % Risk free interest rate 0.09 % 0.15 % Dividend yield — — The estimated weighted-average fair value of ESPP awards during 2021 and 2020 was $ 14.66 and $ 13.66 , respectively. As of December 31, 2021, the total unrecognized compensation expense related to the ESPP was $ 12,000 , which is expected to be recognized over a weighted-average period of approximately 0.5 months. Stock Options The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company, prior to the IPO on October 29, 2019, was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected volatility based on the historical volatility of a publicly-traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees was determined utilizing the “simplified” method for awards. The expected term of stock options granted to non-employees was equal to the contractual term of the option award. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield was zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. A summary of the Company’s stock option activity and related information is as follows: Options Weighted- Weighted- Aggregate Balance at December 31, 2020 2,728,742 $ 21.36 9.10 $ 34,432 Options granted 1,725,250 37.14 Options exercised and shares vested ( 107,583 ) 18.07 Options cancelled ( 159,680 ) 32.26 Balance at December 31, 2021 4,186,729 $ 27.53 8.43 $ 13,973 Options exercisable as of December 31, 2021 1,127,877 19.75 7.91 6,880 Options vested and expected to vest as of December 31, 2021 4,186,729 27.53 8.43 13,973 The aggregate intrinsic value of options exercisable as of December 31, 2021 and 2020 were calculated as the difference between the exercise price of the underlying options and the closing market price of the Company’s common stock on that date, which were $ 19.67 and $ 33.22 per share on December 31, 2021 and 2020, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2021 and 2020 were approximately $ 1.7 million and $ 1.5 million, respectively. The estimated weighted-average fair value of employee and nonemployee director stock options granted during 2021 was $ 22.20 . As of December 31, 2021, the Company had $ 46.6 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 2.6 years. The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model were as follows: Years Ended 2021 2020 Assumptions: Expected term (in years) 5.93 6.06 Expected volatility 67.46 % 65.07 % Risk free interest rate 0.68 % 0.51 % Dividend yield — — Stock-Based Compensation Expense Stock-based compensation expense recognized for all equity awards, including founder stock, has been reported in the statements of operations as follows (in thousands): Years Ended 2021 2020 Research and development expense $ 3,838 $ 1,450 General and administrative expense 12,974 4,390 Total $ 16,812 $ 5,840 |