Convertible Preferred Stock and Stockholders Equity (Deficit) | 8. Preferred Stock and Stockholders’ Equity Preferred Stock The Company is authorized to issue 50,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. The Company did no t have any outstanding preferred stock as of June 30, 2023 and December 31, 2022. Common Stock The Company is authorized to issue 500,000,000 shares of common stock. As of June 30, 2023 and December 31, 2022, 49,937,580 and 41,177,706 shares were issued, respectively. As of June 30, 2023 and December 31, 2022, shares outstanding, which excludes common stock issued from the early exercise of unvested stock options, were 49,916,220 and 41,095,564 , respectively. During the second quarter of 2023, the Company entered into a Securities Purchase Agreement, dated May 22, 2023, under which the Company issued and sold in a registered direct offering an aggregate of 8,369,754 shares of the Company’s common stock at a purchase price of $ 8.10 per share. The Company received net proceeds from the offering of $ 67.5 million, net of offering costs of $ 0.3 million, which were included in accrued and other current liabilities at June 30, 2023. Equity Incentive Plans In 2017, the Company established an equity incentive plan (the “2017 Plan”) under which incentives were granted to officers, employees, directors, consultants and advisors. Awards under the 2017 Plan consisted 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 ("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 June 30, 2023 Common stock options and restricted stock units granted and outstanding 11,305,143 Shares available for issuance under the equity incentive plans 2,251,618 Shares available for issuance under the 2021 Employee Stock Purchase Plan 1,026,750 Total common stock reserved for issuance 14,583,511 A summary of the status of the options issued under the Company’s equity incentive plans as of June 30, 2023, 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, 2022 8,384,990 $ 9.00 Granted 2,279,500 8.97 Exercised ( 146,718 ) 1.25 Forfeited ( 97,454 ) 16.28 Balance at June 30, 2023 10,420,318 $ 9.04 8.56 $ 32,402 Vested and expected to vest as of 10,420,318 $ 9.04 8.56 $ 32,402 Vested and exercisable at 3,314,156 $ 9.44 7.97 $ 11,145 Options that were granted under the 2017 Plan permitted early exercise. Exercisable options in the table above reflect the number of options vested and unexercised as of the date reported. 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 June 30, 2023. The aggregate intrinsic value of options exercised during the six months ended June 30, 2023 and 2022 was $ 1.2 million and $ 4.3 million, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2023 and 2022 was $ 6.79 and $ 11.48 per share, respectively. A summary of the status of RSUs issued under the Company’s equity incentive plans as of June 30, 2023, 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, 2022 966,973 $ 17.81 36,000 $ 3.08 Granted 46,771 $ 7.06 — Vested ( 152,962 ) $ 14.91 — Forfeited ( 11,957 ) $ 17.55 — Nonvested at June 30, 2023 848,825 $ 17.74 36,000 $ 3.08 Expected to vest at June 30, 2023 848,825 $ 17.74 — The total fair value of RSUs vested during the six months ended June 30, 2023 and 2022 was $ 1.5 million and $ 0.1 million, respectively. The weighted-average grant date fair value of RSUs granted during the six months ended June 30, 2022 was $ 16.41 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 six months ended June 30, 2023 and 2022, 91,440 shares and 36,785 shares, respectively, were purchased by employees under the ESPP. Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2023 was a negligible amount and $ 0.1 million, respectively, and for the three and six months ended June 30, 2022 was $ 0.1 million and $ 0.3 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense for all equity awards and the ESPP has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Research and development $ 2,449 $ 2,178 $ 4,863 $ 3,865 General and administrative 3,862 3,374 7,448 6,237 Total $ 6,311 $ 5,552 $ 12,311 $ 10,102 The Company recognizes compensation expense for options and RSU awards granted 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 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 stock option grants issued during the periods ended were as follows: Six Months Ended 2023 2022 Risk-free rate of interest 3.44 % - 3.95 % 1.43 % - 3.36 % Expected term (years) 5.26 - 6.09 years 5.27 - 6.08 years Expected stock price volatility 87.6 % - 93.5 % 89.3 % - 118.1 % Dividend yield 0 % 0 % As of June 30, 2023, the unrecognized compensation cost related to outstanding stock options and RSU awards was $ 48.0 million and $ 11.7 million, respectively, and is expected to be recognized as expense over a weighted-average period of approximately 2.5 years. |