Convertible Preferred Stock and Stockholders' Equity (Deficit) | . Convertible Preferred Stock and Stockholders’ Equity Convertible Preferred Stock In connection with the Company's IPO in August 2021, all outstanding shares of the convertible preferred stock were converted into common stock as discussed below. No convertible preferred stock was outstanding as of December 31, 2022 or December 31, 2021. 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, before the Company effected a 1-for-4.1557 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock in July 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. 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. 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. In connection with the Company’s IPO, 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. On 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 December 31, 2022. Common Stock As of December 31, 2022 and 2021, of the 500,000,000 authorized shares of common stock, 41,177,706 and 39,429,103 shares were issued, respectively. As of December 31, 2022 and December 31, 2021, shares outstanding, which excludes common stock issued from the early exercise of unvested stock options, were 41,095,564 and 39,175,279 , respectively. On August 15, 2022, the Company entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Oppenheimer & Co. Inc. (the "Agent"), pursuant to which the Company may offer and sell shares of the Company’s common stock having an aggregate offering price of up to $ 150.0 million from time to time, in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Equity Distribution Agreement. During the three months ended December 31, 2022, the Company sold and issued 980,000 shares of common stock under the Equity Distribution Agreement, resulting in net cash proceeds of $ 9.4 million, net of $ 0.6 million in issuance costs. 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, RSUs 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 was 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 increases 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 the Company's board of directors. The reserve for the 2021 Plan increased by 2,058,885 shares effective January 1, 2023. 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 option and service-based RSU awards are subject to a time-based vesting period which will generally be four years. Performance-based RSU awards are subject to vesting conditions based on the achievement of specified milestones related to development of vaccine candidates. Certain option and RSU 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. Common stock reserved for future issuance consisted of the following: As of December 31, 2022 Common stock options and restricted stock units granted and outstanding 9,387,963 Shares available for issuance under the equity incentive plans 2,409,593 Shares available for issuance under the 2021 Employee Stock Purchase Plan 706,413 Total common stock reserved for issuance 12,503,969 A summary of the status of the options issued under the Company’s equity incentive plans as of December 31, 2022, and information with respect to the changes in options outstanding is as follows (in thousands, except share and per share data): Options Weighted Average Exercise Weighted Average Remaining Aggregate Balance at December 31, 2021 6,591,727 $ 8.04 Granted 3,112,560 9.66 Exercised ( 395,050 ) 1.48 Forfeited ( 377,233 ) 10.91 Expired ( 547,014 ) 5.32 Balance at December 31, 2022 8,384,990 $ 9.00 8.72 $ 20,499 Vested and expected to vest as of 8,384,990 $ 9.00 8.72 $ 20,499 Vested and exercisable at 2,219,625 $ 8.06 8.31 $ 5,636 Exercisable options in the table above reflect the number of options vested as of the date reported. Options that were granted under the 2017 Plan permitted early exercise. Cash received for early exercise of unvested options is recognized as an other noncurrent liability in the accompanying balance sheet and totaled $ 0.1 million at December 31, 2022. The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for all options that were in-the-money as of December 31, 2022. The aggregate intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $ 5.1 million and $ 1.0 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 7.33 and $ 8.52 per share, respectively. A summary of the status of RSUs issued under the Company’s equity incentive plans as of December 31, 2022, and information with respect to the changes in RSUs outstanding is as follows: Service-based RSUs Performance-based RSUs Units Weighted Average Grant-Date Fair Value Units Weighted Average Grant-Date Fair Value Nonvested at December 31, 2021 388,500 $ 25.96 — $ — Granted 906,271 $ 12.25 60,000 $ 18.74 Vested ( 278,281 ) $ 11.34 ( 24,000 ) $ 10.91 Forfeited ( 49,517 ) $ 16.45 — $ — Nonvested at December 31, 2022 966,973 $ 17.81 36,000 $ 3.08 Expected to vest at December 31, 2022 966,973 $ 17.81 — $ — The total fair value of RSUs vested during the year ended December 31, 2022 was $ 1.6 million. No RSUs vested during the year ended December 31, 2021. The weighted-average grant date fair value of RSUs granted during the year ended December 31, 2021 was $ 25.96 per share. 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 ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. The number of shares of common stock initially reserved for issuance under the ESPP was 400,000 shares. The number of shares of common stock reserved for issuance under the ESPP increased on January 1, 2022 and will increase 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. The reserve for the ESPP increased by 411,777 shares effective January 1, 2023. During the year ended December 31, 2022, 71,272 shares were purchased by employees under the ESPP, and during the year ended December 31, 2021, 16,606 shares were purchased by employees under the ESPP. Stock-based compensation expense related to the ESPP for the years ended December 31, 2022 and 2021 was $ 0.3 million and $ 0.1 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense for all equity awards and the ESPP, has been reported in the statements of operations and comprehensive loss as follows (in thousands): Year Ended 2022 2021 Research and development $ 8,123 $ 2,710 General and administrative 13,571 26,321 Total $ 21,694 $ 29,031 The Company recognizes compensation expense for options and RSU awards based on their grant date fair value. The compensation expense is recognized over the requisite service period on a straight-line basis. The fair value of RSUs is equal to the closing stock price on the date of grant. The fair value of each stock option granted was estimated using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model to estimate the fair value of the stock option grants issued during years ended were as follows: Year Ended 2022 2021 Risk-free rate of interest 1.43 %- 4.15 % 0.63 %- 1.34 % Expected term (years) 5.27 - 6.08 years 5.77 - 6.08 years Expected stock price volatility 89.3 % - 118.1 % 84.2 % - 90.9 % Dividend yield 0 % 0 % As of December 31, 2022, the unrecognized compensation cost related to outstanding stock options and RSU awards was $ 43.4 million and $ 14.1 million, respectively, and is expected to be recognized as expense over a weighted-average period of approximately 2.68 years. On August 4, 2021, as a result of the death of Tadataka (Tachi) Yamada, M.D., the Company's former Chairman, the Company's Board of Directors decided to accelerate the vesting of all of Dr. Yamada's previously unvested stock options as of the date of his death. The Company accelerated the vesting of 611,639 stock options, with exercise prices ranging from $ 0.83 to $ 5.90 per share, resulting in incremental non-cash, stock-based compensation of $ 21.0 million being recorded in 2021 as general and administrative expense. |