Common Stock and Stock-Based Compensation | Common Stock and Stock-Based Compensation Common Stock As of September 30, 2023 and December 31, 2022, the Company was authorized to issue 450,000,000 shares of $0.0001 par value common stock. Common stockholders are entitled to dividends if and when declared by the Board of Directors. The holder of each share of common stock is entitled to one vote. The Company has never declared or paid dividends on its common stock. Common stock reserved for future issuance, on an as converted basis, consisted of the following: September 30, December 31, Stock options outstanding 3,055,249 5,369,808 RSUs and PSUs outstanding 2,010,450 531,366 Shares available for future grants under equity incentive plans 5,767,781 4,654,922 Shares available for issuance under ESPP 1,234,610 872,792 Total 12,068,090 11,428,888 On January 1, 2023, the shares available for grant under the Company’s 2020 Equity Incentive Plan and the 2020 ESPP were automatically increased by 1,959,090 shares and 391,818 shares, respectively, pursuant to the annual evergreen increase provisions under each respective plan. Stock-based Compensation The Company has awards outstanding under various stock-based compensation plans as described in the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The Company utilizes stock options, restricted stock units (RSUs) and performance stock units (PSUs) for equity compensation. Stock-based compensation expense is measured at fair value on the date of grant and recognized ratably over the requisite service period. The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations during the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ — $ 2,707 $ 972 $ 9,002 General and administrative 2,531 3,135 6,610 9,622 Restructuring, impairment, and related charges — — — (419) Total stock-based compensation expense $ 2,531 $ 5,842 $ 7,582 $ 18,205 Stock Options The following summarizes stock option activity (in thousands, except share, per share, and year amounts): Total Options Outstanding Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 5,369,808 $ 17.28 7.6 $ 11 Granted 768,000 0.39 Exercised — — Canceled (3,082,559) 17.18 Outstanding as of September 30, 2023 3,055,249 $ 13.14 7.4 $ — Exercisable as of September 30, 2023 1,904,507 $ 13.17 6.8 $ — As of September 30, 2023, the total unrecognized stock-based compensation expense related to stock options was $7.3 million, which is expected to be recognized over a weighted-average period of approximately 1.8 years. Restricted Stock Units and Performance Stock Units The following summarizes RSU and PSU activity: RSUs PSUs Number of Shares Weighted- Number of Shares Weighted- Outstanding as of December 31, 2022 531,366 $ 10.12 — $ — Granted — — 3,461,640 0.30 Vested (81,045) 9.91 (1,600,661) 0.30 Canceled (300,850) 11.04 — — Outstanding as of September 30, 2023 149,471 $ 8.39 1,860,979 $ 0.30 In April 2023, the Company granted 2,575,529 PSUs, pursuant to the terms and conditions of the Company’s 2020 Equity Incentive Plan, to employees that contain performance conditions associated with a strategic transaction, if such a transaction occurs. The awards also vest in full if an employee is involuntarily terminated. Also in April 2023, the Company entered into a Consulting Agreement with Tahir Mahmood, a current director of the Company and the Company’s co-founder and former CEO. The Consulting Agreement had an initial term of six-months, but was subsequently amended to expire in December 2023. Under the terms of the Consulting Agreement, Dr. Mahmood will provide consulting services relating to potential strategic transactions. As consideration for the Consulting Agreement, Dr. Mahmood was granted 886,111 PSUs, pursuant to the terms and conditions of the Company’s 2020 Equity Incentive Plan, that contain performance conditions associated with a strategic transaction, if such a transaction occurs. The fair value of each PSU is determined on the date of grant based on the Company’s stock price. Compensation expense for PSUs is recorded over the estimated service period for each tranche of an award when its performance condition is deemed probable of achievement. For PSUs containing performance conditions which were not deemed probable of achievement, no stock compensation expense is recorded. Additionally, at each reporting period, the Company evaluates the probable outcome of the performance conditions and as applicable, recognizes the cumulative effect of the change in estimate in the period of the change. The performance conditions related to the PSUs granted in April 2023 were initially assessed as not probable of achievement and no compensation expense was recorded. During the three months ended September 30, 2023, the performance conditions became probable of being achieved upon the execution of a merger agreement and consequently, the Company recognized a cumulative catch-up expense of $0.9 million for that quarter. As of September 30, 2023, the total unrecognized stock-based compensation expense related to RSUs and PSUs was $0.1 million, which is expected to be recognized over a weighted-average period of approximately 0.1 years. |