Stockholders' Equity | 8. Stockholders’ Equity Common Stock 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 March 2023 . The fair value of the founder shares at the date the repurchase right was granted was recognized as stock-based compensation expense on a straight-line basis over the vesting period. As of December 31, 2023 and 2022 , no shares and 79,064 shares, respectively, of common stock were subject to repurchase by the Company. The amount of recognized and unrecognized stock-based compensation related to the founder stock was immaterial for all periods presented. From inception through December 31, 2023, the Company sold 26,041,380 shares of common stock, generating net proceeds of approximately $ 421.5 million, after deducting underwriting discounts, commissions and offering costs. This includes the May 2023 underwritten public offering, in which the Company sold 12,793,750 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 1,668,750 shares, at a price of $ 11.75 per share for total gross proceeds of $ 150.3 million. The net purchase price after deducting underwriting discounts and commissions was $ 11.08 per share, which generated net proceeds of $ 141.8 million. The Company incurred an additional $ 0.4 million of offering expenses in connection with this public offering. ATM Agreements In November 2020, the Company entered into the Sales Agreement, pursuant to which, 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. In September 2022, the Company sold 2,414,897 shares for net proceeds of approximately $ 24.6 million under the 2020 ATM Offering after deducting $ 0.8 million of issuance costs. In February 2023, the Company sold 1,514,219 shares for net proceeds of approximately $ 14.1 million under the ATM Offering after deducting $ 0.4 million of issuance costs. The Company utilized $ 39.9 million of the available $ 125 million under the ATM Offering prior to expiration in November 2023. On November 9, 2023, the Company entered into an Open Market Sale Agreement SM , or the 2023 Sales Agreement, with Jefferies LLC, or the Sales Agent, under which the Company may, from time to time, sell shares of the Company's common stock having an aggregate offering price of up to $ 150 million through the Sales Agent, or the ATM Offering. Sales of the Company's common stock made pursuant to the 2023 Sales Agreement, if any, will be made under the Company's shelf registration statement on Form S-3 which was filed on November 9, 2023 and declared effective by the SEC on November 17, 2023. As of December 31, 2023 , the Company utilized none of the available $ 150 million under the ATM Offering. A summary of the Company’s unvested shares is as follows: Balance at December 31, 2022 254,437 Share vesting ( 254,437 ) Balance at December 31, 2023 — For accounting purposes, unvested awards are considered issued, but not outstanding until they vest. Common stock reserved for future issuance consists of the following: December 31, Common stock warrants 91,228 Stock options, restricted stock units, and performance-based awards outstanding 7,203,973 Shares available for issuance under the 2019 Incentive Plan 1,110,376 Shares available for issuance under the ESPP Plan 973,298 Balance at December 31, 2023 9,378,875 Preferred Stock The Company is authorized to issue up to 40 million shares of preferred stock. As of December 31, 2023, and December 31, 2022 , 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 or 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. On July 14, 2023, the Company completed a voluntary, one-time stock option exchange program, or the Option Exchange, pursuant to which eligible employees were able to exchange certain outstanding stock options granted under the 2019 Plan for a lesser amount of new RSUs issued under the 2019 Plan. Participants in the Option Exchange received one RSU for every two shares of Phathom common stock underlying the eligible options surrendered. This exchange ratio was applied on a grant by grant basis. The Option Exchange resulted in 2,406,622 options being exchanged for 1,203,341 RSUs. The Company is recognizing an additional $ 2.2 million of incremental expense related to the Option Excha nge to be recognized over a three-year vesting period. As of December 31, 2023 , 1,110,376 shares remain available for issuance, which reflects 4,492,336 stock options, performance-based units, and restricted stock units, or RSUs, awards granted, and 2,558,662 of awards cancelled or forfeited, during the year ended December 31, 2023 as well as an annual increase of 2,086,165 shares authorized on January 1, 2023. Performance-Based Units During 2020, the Company granted the initial performance-based units, or PSUs, whereby vesting depends upon the approval by the FDA of vonoprazan for H. pylori and then, or concurrent with, Erosive GERD. As of December 31, 2023, the PSU milestones have been achieved upon FDA approval of vonoprazan for H. pylori and Erosive GERD during the fourth quarter of 2023. As a result, stock- based compensation cost of $ 19.3 million was recognized within the statements of operations and comprehensive loss during the year ended December 31, 2023. The following table summarizes PSU activity under the 2019 Incentive Award Plan during the years ended December 31, 2023 and 2022: Number of Weighted- Unvested balance at January 1, 2022 394,300 $ 32.23 Granted 37,500 20.06 Vested — — Forfeited ( 19,500 ) 35.39 Unvested balance at December 31, 2022 412,300 $ 30.97 Granted 597,650 10.89 Vested ( 1,009,950 ) 19.09 Forfeited — — Unvested balance at December 31, 2023 — $ — Restricted Stock Units The following table summarizes RSU activity under the 2019 Incentive Award Plan during the years ended December 31, 2023 and 2022: Number of Weighted- Unvested balance at January 1, 2022 — $ — Granted 1,010,437 10.79 Vested ( 102,453 ) 8.51 Forfeited ( 30,517 ) 12.14 Unvested balance at December 31, 2022 877,467 $ 11.03 Granted (1) 2,419,776 11.77 Vested ( 579,567 ) 9.85 Forfeited ( 63,784 ) 13.07 Unvested balance at December 31, 2023 2,653,892 $ 11.91 (1) The number of RSUs granted includes those exchanged in the Option Exchange (as defined above). As of December 31, 2023 , the Company had $ 26.6 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 2.4 year s. The total fair value of RSUs vested during the years ended December 31, 2023 and 2022 , was approximately $ 5.7 million and $ 0.9 million, respectively. 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, 2023 , 973,298 shares of common stock remain available for issuance, which includes the 196,873 shares sold to employees during the year ended December 31, 2023 as well as an annual increase of 417,233 shares authorized on January 1, 2023. The ESPP is considered a compensatory plan, and the Company recorded related stock-based compensation of $ 0.6 million and $ 0.5 million for the years ended December 31, 2023 and 2022 , 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 2023 2022 Assumptions: Expected term (in years) 0.49 0.50 Expected volatility 69.73 % 68.59 % Risk free interest rate 5.03 % 2.04 % Dividend yield — — The estimated weighted-average fair value of ESPP awards during 2023 and 2022 was $ 3.64 and $ 3.98 , respectively. As of December 31, 2023 , the total unrecognized compensation expense related to the ESPP was less than $ 0.1 million, which is expected to be recognized over a weighted-average period of approximately 0.5 months. 401(k) Plan The Company established a 401(k) savings plan during the year ended December 31, 2020. The Company’s contributions to the plan are discretionary. During the years ended December 31, 2023 and 2022 , the Company incurred $ 1.9 million and $ 1.3 million, respectively, of expense related to estimated employer contribution liabilities, which was based on a 75 % match of employees’ contributions during the periods. During the years ended December 31, 2023 and 2022 , the Board of Directors approved employer matching contributions settled by contributing 135,956 and 101,540 , respectively, shares of Company stock . 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 during the years ended December 31, 2023 and 2022: Options Weighted- Weighted- Aggregate Balance at January 1, 2022 4,186,729 $ 27.53 7.91 $ 13,973 Options granted 1,741,931 14.62 Options exercised — — Options cancelled ( 342,190 ) 29.32 Balance at December 31, 2022 5,586,470 $ 23.40 7.90 $ 4,476 Options granted 1,474,910 8.54 Options exercised ( 16,421 ) 7.54 Options cancelled (1) ( 2,494,878 ) 35.96 Balance at December 31, 2023 4,550,081 $ 11.75 7.50 $ 3,379 Options exercisable as of December 31, 2023 2,272,248 $ 12.65 6.14 $ 2,088 Vested and expected to vest as of December 31, 2023 4,550,081 $ 11.75 7.50 $ 3,379 (1) The number of stock options cancelled includes those exchanged in the Option Exchange (as defined above). The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company's common stock for those stock options that had exercise prices lower than the fair value of the Company's common stock at December 31, 2023. The total intrinsic value of stock options exercised for the year ended December 31, 2023 was approximately $ 0.1 million. The estimated weighted-average fair value of employee and nonemployee director stock options granted during 2023 was $ 5.34 and during 2022 was $ 8.40 per option. As of December 31, 2023 , the Company had $ 13.2 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 2.4 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 2023 2022 Assumptions: Expected term (in years) 6.04 5.88 Expected volatility 66.05 % 66.00 % Risk free interest rate 3.65 % 2.06 % 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 and comprehensive loss as follows (in thousands): Years Ended 2023 2022 Research and development expense $ 12,302 $ 5,534 Selling, general and administrative expense 32,723 18,599 Total $ 45,025 $ 24,133 |