Stockholders' Equity (Deficit) | 7. Stockholders' Equity Common Stock In November 2021, the Company entered into an Open Market Sale Agreement with Jefferies LLC as the Company's sales agent, pursuant to which, from time to time, the Company may offer and sell shares of our common stock having an aggregate offering price of up to $ 150.0 million in an "at-the-market" offering. During the fiscal year ended December 31, 2022, the Company issued and sold an aggregate of 3,425,085 shares of common stock pursuant to the Sales Agreement for aggregate net proceeds of $ 36.9 million, after deducting fees. The Company sold such shares at a weighted average price of $ 11.11 per share. Atlas Venture and related affiliated entities are a beneficial owner of 17.7 % of the Company's outstanding common stock as of December 31, 2022. The chairman of the Company's board of directors is a partner at Atlas Venture. On December 12, 2022, we issued and sold 934,581 shares of common stock in an at-the-market offering that Atlas Venture and related affiliated entities purchased at a purchase price of $ 10.70 per share for aggregate gross proceeds of $ 10.0 million. The shares were purchased on the same terms as the other shares that were offered and sold in the offering. 2020 Stock incentive plan In August 2020 the Company’s board of directors adopted and the Company’s stockholders approved the 2020 Plan (together with the 2018 Plan the “Plans”), which became effective on September 16, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards to employees, directors, consultants and advisors of the Company. The 2020 Plan is administered by the Company’s board of directors or by a committee appointed by the board of directors. Upon the effectiveness of the 2020 Plan, the Company ceased granting awards under the 2018 Plan. The number of shares initially reserved for issuance under the 2020 Plan was 4,884,233 . The number of shares of common stock reserved for issuance under the 2020 Plan may automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2030, in an amount equal to the lower of (1) 5 % of the shares of common stock outstanding on such date and (2) an amount determined by the Company’s board of directors . On January 1, 2023, 2,781,825 shares were added to the shares reserved for issuance under the 2020 Plan in the third of these annual increases. As of December 31, 2022 , 3,073,772 shares remained available for future issuance under the 2020 Plan. 2020 Employee Stock Purchase Plan In August 2020 the Company’s board of directors adopted and the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective September 16, 2020. The 2020 ESPP is administered by the Company’s board of directors or by a committee appointed by the board of directors. The 2020 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 488,414 shares of common stock. The number of shares of common stock reserved for issuance under the 2020 ESPP may automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2030, in an amount equal to the lowest of (1) 1,953,656 shares of common stock, (2) 1 % of the shares of common stock outstanding on such date, and (3) an amount determined by the board of directors. As of December 31, 2022 , no offering periods have commenced under the 2020 ESPP and 488,414 shares remained available for issuance. Stock option valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The fair value is determined based upon the quoted price of the Company’s common stock. The Company lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The assumptions that the Company used to determine the grant-date fair value of options granted were as follows: Year Ended December 31, 2022 2021 Expected volatility 68 % 74 % Risk-free interest rate 1.47 % — 4.23 % 0.82 % — 1.34 % Expected term (in years) 6 6 Expected dividend yield — — Stock option activity The following table summarizes the option activity: (in thousands, except share and per share data) Options Weighted Weighted Aggregate Outstanding January 1, 2022 7,967,750 $ 9.35 8.7 $ 36,946 Granted 2,265,216 9.80 Exercised ( 314,272 ) 1.69 Canceled ( 537,265 ) 11.45 Outstanding December 31, 2022 9,381,429 $ 9.59 8.2 $ 34,879 Options exercisable— December 31, 2022 4,067,132 $ 8.51 7.6 $ 20,625 Options vested or expected to vest— December 31, 2022 9,381,429 $ 9.59 8.2 $ 34,879 The intrinsic value of options exercised for the years ended December 31, 2022 and 2021 totaled $ 3.2 million and $ 1.9 million, respectively. The weighted-average grant date fair value of the options granted during the years ended December 31, 2022 and 2021 was $ 6.24 per share and $ 10.23 per share, respectively. As of December 31, 2022 there was $30.3 million of unrecognized compensation expense, which the Company expects to recognize over a weighted-average period of 2.4 years. During the year ended December 31, 2022 , the Company recognized compensation cost of $ 0.3 million related to stock options with performance-based vesting conditions for which performance was deemed probable. The performance condition for all outstanding stock options with performance-based vesting conditions was achieved in July 2022, resulting in the vesting of stock options to purchase a total of 582,441 shares. During the year ended December 31, 2021, the Company recognized compensation cost of $ 1.8 million related to stock options with performance-based vesting conditions for which performance was deemed probable. In June 2022, the Company modified a previously issued stock option award to extend the performance period of the award for the chief executive officer. This modification resulted in the reversal of $ 0.5 million in stock-based compensation expense at the time of modification as a result of the lower fair value of the modified award. Restricted stock units A restricted stock unit (“RSU”) represents the right to receive one share of common stock upon vesting of the RSU. The Company grants RSUs with service conditions that vest in either four equal annual installments or sixteen equal quarterly installments provided that the employee remains employed with the Company. The Company also grants RSUs with performance conditions that vest upon the achievement of specified milestones . The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant. A summary of the Company’s RSU activity and related information for the 2020 Plan for the year ended December 31, 2022 is as follows: Number of Shares Underlying RSUs Weighted Average Issued and unvested as of January 1, 2022 1,056,984 $ 16.99 Granted 1,035,314 10.41 Vested ( 289,626 ) 17.85 Forfeited ( 107,481 ) 13.90 Issued and unvested as of December 31, 2022 1,695,191 $ 13.02 The weighted average grant date fair value of RSUs granted during the year ended December 31, 2021 was $ 14.76 . As of December 31, 2022 , there was $ 19.2 million of unrecognized compensation costs related to unvested RSUs, which are expected to be recognized over a weighted-average period of 3.3 years. During the year ended December 31, 2022 , the Company recognized compensation cost of less than $ 0.1 million related to RSUs with performance-based vesting conditions for which performance was deemed probable. The performance condition for all outstanding RSUs with performance-based vesting conditions was achieved in July 2022, resulting in the vesting of 24,118 RSUs. During the year ended December 31, 2021, the Company recognized compensation cost of $ 0.5 million related to RSUs with performance-based vesting conditions for which performance was deemed probable. In June 2022, the Company modified a previously issued RSU award to extend the performance period of the award for the chief executive officer. This modification resulted in the reversal of $ 0.4 million in stock-based compensation expense at the time of modification as a result of the lower fair value of the modified award. The Company recorded stock-based compensation expense in the following expense categories of its statements of operations: Year Ended December 31, (in thousands) 2022 2021 Research and development $ 8,218 $ 7,328 General and administrative 6,960 10,214 Total $ 15,178 $ 17,542 |