Convertible Preferred Stock and Stockholders' Deficit | 8. Convertible Preferred Stock and Stockholders’ Deficit Stockholders’ Deficit Under the Amended and Restated Certificate of Incorporation dated March 19, 2021, the Company had a total of 224,237,623 shares of capital stock authorized for issuance, consisting of 134,329,408 shares of common stock, par value of $ 0.0001 per share, and 89,908,215 shares of convertible preferred stock, par value of $ 0.0001 per share. Convertible Preferred Stock—Series A-1 On August 15, 2019, the Company entered into a Series A convertible preferred stock purchase agreement (the “Series A Purchase Agreement”). Under the agreement, the Company issued 27,249,085 shares of Series A-1 convertible preferred stock (“Series A-1”), in an initial closing, at $ 0.9615 per share for total proceeds gross of $ 26.2 million. The Series A Purchase Agreement provided for an additional closing for the Series A-1 purchasers for the issuance of 21,840,870 shares of Series A-1 preferred stock, at a purchase price of $ 0.9615 per share for aggregate cash proceeds of $ 21.0 million, to occur no later than April 1, 2021 upon the achievement of the Closing Milestones (as defined in the Series A Purchase Agreement) or a waiver of the Closing Milestones by the Company’s Board of Directors. The Company determined that the right of the investors to purchase an additional number of shares of Series A-1 convertible preferred stock upon the achievement of the Closing Milestones, did not meet the definition of a freestanding financial instrument as the preferred shares issued at the initial closing and the future tranche right were not legally detachable and separately exercisable. A milestone closing of 21,944,874 Series A-1 shares closed in February 2021, which was contingent on the Company achieving certain regulatory, research and development and operational milestones. With the milestone closing, the Company sold 21,944,874 shares of Series A-1 preferred stock for gross proceeds of $ 21.1 million. Conversion Each share of Series A-1 is convertible into common stock: (i) at the option of the holder, or (ii) automatically upon the closing of a public offering with a price to the public of at least $ 17.58933 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s common stock) for at least $ 50 million in gross proceeds. The conversion ratio of Series A-1 to common stock is currently one-for-4.1557 , subject to adjustment upon any future stock splits or stock dividends, issuance of additional shares for less consideration, other distribution of payable in securities, or upon a reorganization, recapitalization, reclassification, merger or consolidation of the Company. Dividends The holders of the Series A-1 convertible preferred stock have preferential rights over common stockholders to non-cumulative dividends payable when declared by the Board, at the annual rate of $ 0.07692 per share. Dividends were no t declared during the year ended December 31, 2020 or the six months ended June 30, 2021. Voting Series A-1 stockholders are entitled to the number of votes equal to the number of shares of common stock into which the preferred stock could be converted. In addition, the Series A-1 stockholders have certain rights whereby the Company is precluded from carrying out certain actions specified in the Company’s Amended and Restated Certificate of Incorporation without the approval of the holders of a majority of the Series A-1 shares. Liquidation Upon the occurrence of a liquidation event, the Series A-1 stockholders have preferential rights over common stockholders as to liquidation payments of their original issuance price of $ 0.9615 per share, plus any dividends declared and unpaid, on a pro rata, pari passu basis. Any additional distributions after the payment of the liquidation preferences of the Series A-1 shares and Series A-2 shares will be made to the holders of common stock on a pro rata basis. Convertible Preferred Stock—Series A-2 Under the Series A Purchase Agreement, the Company also issued 4,929,794 shares of Series A-2 in 2019 with a fair value of $ 4.2 million (or $ 0.85 per share net of issuance cost of $ 57,000 ) upon conversion of Series 1 shares with a carrying value of $ 3.8 million (or $ 1.00 per share). The $ 400,000 difference between the fair value of Series A-2 and the carrying value of Series 1 was recorded as a $ 83,000 reduction to additional paid-in capital (bringing its balance to zero) with the remainder recorded as an increase to accumulated deficit. Conversion Each share of Series A-2 is convertible into common stock: (i) at the option of the holder, or (ii) automatically upon the closing of a public offering with a price to the public of at least $ 17.58933 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s common stock) for at least $ 50 million in gross proceeds. The conversion ratio of Series A-2 to common stock is currently one-for-4.1557, subject to adjustment. Dividends The holders of the Series A-2 convertible preferred stock have preferential rights over common stockholders to non-cumulative dividends payable when declared by the Board, at the annual rate of $ 0.061536 per share. Dividends were no t declared during the year ended December 31, 2020 or the three and six months ended June 30, 2021. Voting Series A-2 stockholders are entitled to the number of votes equal to the number of shares of common stock into which the preferred stock could be converted. Liquidation Upon the occurrence of a liquidation event, the Series A-2 stockholders have preferential rights over common stockholders as to liquidation payments of their original issuance price of $ 0.7692 per share, plus any dividends declared and unpaid, on a pro rata, pari passu basis. Any additional distributions after the payment of the liquidation preferences of the Series A-1 shares and Series A-2 shares will be made to the holders of common stock on a pro rata basis. Convertible Preferred Stock—Series B On March 19, 2021, the Company entered into a preferred stock purchase agreement for the issuance of 35,764,462 shares of Series B preferred stock, $ 0.0001 par value per share. The Series B convertible preferred stock financing resulted in net cash proceeds of $ 92.7 million, net of $ 0.35 million in issuance costs from the sale of 32,958,612 shares of Series B-1 convertible preferred stock at a price of $ 2.82172 per share. In addition, the Convertible Promissory Note of $ 6.5 million that the Company issued in August 2020, including accrued interest as of the date of conversion of $ 0.2 million, was converted into 2,805,850 shares of Series B-2 convertible preferred stock on March 19, 2021 at 85 % of the offering’s share price. Conversion Each share of Series B is convertible into common stock: (i) at the option of the holder, or (ii) automatically upon the closing of a public offering with a price to the public of at least $ 17.58933 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company’s common stock) for at least $ 50 million in gross proceeds. The conversion ratio of Series B to common stock is currently one-for-4.1557 , subject to adjustment upon any future stock splits or stock dividends, issuance of additional shares for less consideration, other distribution of payable in securities, or upon a reorganization, recapitalization, reclassification, merger or consolidation of the Company. Dividends The holders of the Series B convertible preferred stock have preferential rights over common stockholders to non-cumulative dividends payable when declared by the Board, at the annual rate of $ 0.2257376 per share for Series B-1 and $ 0.1918768 per share for Series B-2. Dividends were no t declared during the three and six months ended June 30, 2021. Voting Series B stockholders are entitled to the number of votes equal to the number of shares of common stock into which the preferred stock could be converted. In addition, the Series B stockholders have certain rights whereby the Company is precluded from carrying out certain actions specified in the Company’s Amended and Restated Certificate of Incorporation without the approval of the holders of a majority of the Series B shares. Liquidation Upon the occurrence of a liquidation event, the Series B stockholders have preferential rights over common stockholders as to liquidation payments of their original issuance price of $ 2.82172 per share, plus any dividends declared and unpaid, on a pro rata, pari passu basis. Any additional distributions after the payment of the liquidation preferences of the Series B shares will be made to the holders of common stock on a pro rata basis. Convertible Preferred Stock Classification Redemption The Series A and B convertible preferred stock is not explicitly redeemable at the option of the holder at a specified date in the future or at the option of the Company. The Company’s convertible preferred stock has been classified as temporary equity on the accompanying condensed balance sheet instead of in stockholders’ deficit in accordance with authoritative guidance for the classification and measurement of redeemable securities. Upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, holders of the convertible preferred stock can cause its redemption. The Company has determined not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. Common Stock As of June 30, 2021 and December 31, 2020, of the 134,329,408 and 78,000,000 authorized shares of common stock, respectively, 3,741,667 and 3,596,936 shares were issued, respectively, and 3,072,402 and 2,639,026 shares were outstanding, respectively. In December 2017, the Company entered into restricted stock purchase agreements and issued 2,580,600 shares of restricted common stock to members of management, and subject to repurchase by the Company. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. The management grants vested 20 % upon issuance and the remaining 80 % vest over 48 months in equal monthly installments. The grants provide for accelerated vesting upon a change in control or other contractually specified contingencies. In June 2018, 968,158 shares of the outstanding restricted shares were canceled, and the original proceeds were returned upon the departure of the founder. Given the early stage of the Company at the time of the grants, the value of all grants and the cash exchanged for the shares was de minimis. In December 2017 and August 2018, the Company issued 77,418 and 192,276 shares, respectively of common stock to a university in connection with obtaining a licensing agreement. The shares issued to the university were fully vested upon issuance. As of June 30, 2021 and December 31, 2020, the Company had 2,347,629 shares of restricted common stock that had been issued to members of management at a price of $ 0.004 , and 269,694 shares of common stock that had been issued to a university in connection with obtaining a licensing agreement. At June 30, 2021 and December 31, 2020, 2,190,107 , and 1,995,314 shares of the restricted common stock have vested, respectively. At June 30, 2021, 234,763 shares remain subject to vesting conditions and are expected to vest by December 2021. Common stock reserved for future issuance consisted of the following: As of June 30, 2021 Convertible preferred stock 21,634,898 Common stock options granted and outstanding 5,131,318 Shares available for issuance under the 2017 equity incentive plan 874,732 Total common stock reserved for issuance 27,640,948 As of June 30, 2021, the Company’s convertible preferred stock consisted of the following ($ amounts in thousands): Share Shares Issued Shares of Aggregate Carry Series A-1 49,193,959 49,193,959 11,837,711 $ 47,300 $ 46,917 Series A-2 4,949,794 4,949,794 1,191,082 3,807 4,150 Series B-1 32,958,612 32,958,612 7,930,924 93,000 92,654 Series B-2 2,805,850 2,805,850 675,181 6,730 7,917 Total 89,908,215 89,908,215 21,634,898 $ 150,837 $ 151,638 As of December 31, 2020, the Company’s convertible preferred stock consisted of the following ($ amounts in thousands): Share Shares Issued Shares of Aggregate Carry Series A-1 49,089,955 27,249,085 6,557,031 $ 26,200 $ 25,912 Series A-2 4,949,794 4,949,794 1,191,082 3,807 4,150 Total 54,039,749 32,198,879 7,748,113 $ 30,007 $ 30,062 Stock Options In 2017, the Company established a stock option plan (the “Plan”) under which incentives may be granted to officers, employees, directors, consultants and advisors. Awards under the Plan may consist of restricted stock and incentive and non-qualified stock options to purchase shares of common stock of the Company. The Plan is administered by the Board of Directors of the Company or a committee appointed by the Board of Directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. The number of shares of common stock, which may be granted under the Plan, shall not exceed 7,130,414 . All existing grants are subject to a time-based vesting period which will generally be four years . On the first anniversary of the grant date of each existing grant, 25 % of the grant will vest with the remaining 75 % to vest in equal monthly installments over the remaining 36 months provided the participant has a continuing service relationship with the Company. Certain option and share awards provide for accelerated vesting if there is a change in control or if other contractually specified contingencies are met. The term of stock options granted under the Plan cannot exceed ten years . Options shall not have an exercise price less than 100 % of the fair market value of the Company’s common stock on the grant date, and generally vest over a period of four years . A summary of the status of the options issued under the Plan as of June 30, 2021, and information with respect to the changes in options outstanding is as follows: Option Pool Options Weighted Average Exercise Weighted Average Remaining Aggregate Balance at December 31, 2020 541,411 641,427 $ 0.83 9.02 — Authorized increase in plan shares 22,634,965 — — — — Granted ( 4,634,622 ) 4,634,622 4.79 — — Exercised (including early) — ( 144,731 ) 0.83 — $ 511,000 Balance at June 30, 2021 18,541,754 5,131,318 $ 4.41 9.64 $ 15,555,681 Vested and expected to vest as of June 30, 2021 5,131,318 $ 4.41 9.64 Vested and exercisable at June 30, 2021 149,659 $ 0.86 8.55 $ 984,245 Exercisable options in the table above reflect the number of options vested as of the date reported. The plan permits early exercises of options. Cash received for early exercise of unvested options is carried as an other noncurrent liability in the accompanying condensed balance sheet and totaled $ 279,000 at June 30, 2021. The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying options and the estimate fair value of the Company’s common stock for all options that were in-the-money as of June 30, 2021. The weighted-average grant date fair value of employee option grants during the six months ended June 30, 2021 was $ 5.55 per share. Stock-Based Compensation Expense Stock-based compensation expense for all equity awards has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development $ 427 $ 29 $ 540 $ 55 General and Administrative 981 34 1,144 62 Total $ 1,408 $ 63 $ 1,684 $ 117 The Company recognizes compensation expense for options granted to employees and the board of directors based on their grant date fair value. During the three and six months ended June 30, 2021, the Company granted 3,413,872 and 4,634,622 options, respectively, with a grant date fair value of $ 20.8 million and $ 25.5 million, respectively. During the three and six months ended June 30, 2020, the Company granted 114,952 and 199,173 options, respectively, with a grant date fair value of $ 121,000 and $ 210,000 , respectively. The compensation expense is recognized over the vesting period of 4 years on a straight-line basis. The fair value of each stock option granted was determined using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants issued during years ended were as follows: Six Months Ended 2021 2020 Risk-free rate of interest 0.53 % - 1.23 % 0.46 %- 1.40 % Expected term (years) 5.48 - 6.49 years 5.97 - 6.08 years Expected stock price volatility 86.0 % - 88.4 % 80.2 % - 83.9 % Dividend yield 0 % 0 % As of June 30, 2021, the unrecognized compensation cost related to outstanding stock options was $ 24.5 million and is expected to be recognized as expense over a weighted-average period of approximately 3.6 years. |