Convertible Preferred Stock and Stockholders' Equity (Deficit) | 8. Convertible Preferred Stock and Stockholders’ Equity (Deficit) Convertible Preferred Stock Prior to its conversion into common stock in connection with the Company’s IPO in August 2021, the Company’s convertible preferred stock was classified as temporary equity on the Company’s balance sheets in accordance with authoritative guidance. Convertible preferred stock authorized and issued and its principal terms as of December 31, 2020 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 In February 2021, the Company triggered a milestone closing associated with its Series A-1 convertible preferred stock resulting in the issuance of 21,944,874 shares. In March 2021, the Company entered into a convertible preferred stock purchase agreement for the issuance of 35,764,462 shares of Series B convertible preferred stock, $ 0.0001 par value per share, of which 32,958,612 shares of Series B-1 and 2,805,850 shares of Series B-2 were issued. In connection with the Company’s IPO in August 2021, all outstanding shares of the convertible preferred stock converted into 21,634,898 shares of common stock and the related carrying value was reclassified to common stock and additional paid-in capital. There were no shares of convertible preferred stock outstanding as of the closing of the IPO. In addition, o n August 2, 2021, the Company amended and restated its certificate of incorporation to authorize 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. The Company does not have any outstanding preferred stock as of September 30, 2021. Equity Incentive Plans In 2017, the Company established a stock option plan (the “2017 Plan”) under which incentives may be granted to officers, employees, directors, consultants and advisors. Awards under the 2017 Plan may consist of restricted stock and incentive and non-qualified stock options to purchase shares of common stock of the Company. During 2021, the Company’s stockholders approved the 2021 Incentive Plan (the “2021 Plan”), which became effective in July 2021. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash-based awards. The number of shares of the Company’s common stock initially reserved for issuance under the 2021 Plan is 4,600,000 shares; plus the shares of common stock remaining available for issuance under the 2017 Plan as of the effective date of the 2021 Plan, as well as any shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2021 Plan that become available for issuance under the 2021 Plan thereafter in accordance with its terms. The number of shares initially available for issuance will be increased annually on January 1 of each calendar year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) 5% of the shares outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares as determined by our board of directors. No more than 50,000,000 shares of common stock may be issued under the 2021 Plan upon the exercise of incentive stock options The 2021 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. All existing grants are subject to a time-based vesting period which will generally be four years . 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 2021 Plan cannot exceed ten years (or five years in the case of incentive stock options granted to certain significant stockholders). 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 (or 110 % in the case of incentive stock options granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. A summary of the status of the options issued under the Company's equity incentive plans as of September 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 ( 5,982,133 ) 5,982,133 8.07 — — Exercised (including early) ( 202,223 ) 0.83 — $ 1,101,195 Balance at September 30, 2021 17,194,243 6,421,337 $ 7.57 9.17 $ 154,954,478 Vested and expected to vest as of September 30, 2021 6,421,337 $ 7.57 9.17 $ 154,954,478 Vested and exercisable at September 30, 2021 726,036 $ 5.09 9.29 $ 17,789,497 Exercisable options in the table above reflect the number of options vested as of the date reported. The 2021 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 $ 0.2 million at September 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 September 30, 2021. The weighted-average grant date fair value of option grants during the nine months ended September 30, 2021 was $ 8.07 per share. Common Stock 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, 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 September 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 per share, and 269,694 shares of common stock that had been issued to a university in connection with obtaining a licensing agreement. At September 30, 2021 and December 31, 2020, 2,261,617 and 1,995,314 shares of the restricted common stock have vested, respectively. At September 30, 2021, 86,012 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 September 30, 2021 Common stock options and restricted stock units granted and outstanding 6,421,337 Shares available for issuance under the equity incentive plans 8,383,215 Shares available for issuance under the 2021 Employee Stock Purchase Plan 1,200,000 Total common stock reserved for issuance 16,004,552 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 Nine Months Ended 2021 2020 2021 2020 Research and development $ 931 $ 32 $ 1,471 $ 87 General and administrative 22,739 38 23,883 100 Total $ 23,670 $ 70 $ 25,354 $ 187 The Company recognizes compensation expense for options and restricted stock unit ("RSU") awards granted to employees and the board of directors based on their grant date fair value. During the three and nine months ended September 30, 2021, the Company granted 1,347,511 and 5,982,133 options, respectively, with a grant date fair value of $ 18.9 million and $ 44.4 million, respectively. During the three and nine months ended September 30, 2021, the Company granted 383,500 RSU awards, respectively, with a grant date fair value of $ 9.9 million. 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 periods ended were as follows: Nine Months Ended 2021 2020 Risk-free rate of interest 0.53 %- 1.23 % 0.31 %- 1.40 % Expected term (years) 5.09 - 6.49 years 5.90 - 6.08 years Expected stock price volatility 86.0 %- 88.4 % 80.2 % - 86.4 % Dividend yield 0 % 0 % As of September 30, 2021, the unrecognized compensation cost related to outstanding stock options and RSU awards was $ 38.3 million and $ 9.5 million, respectively and is expected to be recognized as expense over a weighted-average period of approximately 3.63 years. On August 4, 2021, as a result of the death of Tadataka (Tachi) Yamada, M.D., the Company's former Chairman, the Company determined to accelerate the vesting of all of Dr. Yamada's previously unvested stock options as of the date of his death. The Company accelerated vesting on 611,639 shares, with exercise prices ranging from $ 0.83 to $ 5.90 per share, resulting in incremental non-cash, stock-based compensation expense of $ 21.0 million recorded during the three and nine months ended September 30, 2021. Employee Stock Purchase Plan During 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in July 2021. The number of shares of common stock initially reserved for issuance under the ESPP is 400,000 shares. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1, 2022 and each January 1 thereafter through January 1, 2031, in an amount equal to the lower of (1) 1 % of the aggregate number of shares of common stock of the Company outstanding on the final day of the immediately preceding calendar year and (2) such smaller number of shares of common stock as determined by the Board, provided that no more than 15,000,000 shares of our common stock may be issued under the ESPP. As of September 30, 2021, no shares have been purchased by employees under the ESPP. The first purchase under the ESPP is scheduled for December 2021. |