Stockholders' Equity | 7. Stockholders' Equity Common Stock In November 2021, the Company entered into an Open Market Sale Agreement (the "Sales Agreement") with Jefferies LLC ("Jefferies") as the Company's sales agent, and filed a universal shelf registration statement on Form S-3 (the "2021 Shelf Registration Statement") that included a prospectus relating to the Sales Agreement and pursuant to which, from time to time, the Company could offer and sell shares of its common stock having an aggregate offering price of up to $ 150.0 million in an "at-the-market" offering. On January 4, 2024, the Company notified Jefferies that it was suspending and terminating the prospectus filed under the 2021 Shelf Registration Statement relating to the Sales Agreement for the Company's "at-the-market" offering program. On March 5, 2024, the Company filed a universal shelf registration statement on Form S-3 with the SEC, (the “2024 Shelf Registration Statement”) that included a prospectus relating to the Sales Agreement (the “2024 ATM Prospectus”). Under the 2024 Shelf Registration Statement, the Company may offer and sell debt securities, common stock, preferred stock, units and/or warrants from time to time at an indeterminate aggregate offering price in one or more offerings. Under the 2024 ATM Prospectus, in accordance with the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 200.0 million in an “at-the-market” offering. During the nine months ended September 30, 2024 , the Company issued and sold an aggregate of 3,800,465 shares of common stock pursuant to the Sales Agreement for aggregate net proceeds of $ 97.9 million, after deducting fees and offering expenses payable by the Company. The Company sold such shares at a weighted average price of $ 26.86 per share. In January 2024, the Company completed a follow-on public offering, pursuant to which the Company issued and sold 19,722,500 shares of the Company’s common stock. The Company received net proceeds of $ 323.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Forbion Capital Fund IV Cooperatief U.A. and related affiliated entities (collectively, “Forbion”) were a beneficial owner of more than 5.0 % of the Company's outstanding common stock as of the closing of the January 2024 offering. Two members of the Company's board of directors are partners at Forbion. In the January 2024 offering, the Company issued and sold 1,714,285 shares of common stock that Forbion and related affiliated entities purchased at the public offering price of $ 17.50 per share for aggregate gross proceeds of $ 30.0 million. The shares were purchased on the same terms as the other shares that were offered and sold in the offering. In May 2024, the Company completed a follow-on public offering, pursuant to which the Company issued and sold 12,075,000 shares of the Company's common stock. The Company received net proceeds of $ 351.3 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. 2020 Stock Incentive Plan In August 2020 the Company’s board of directors adopted and the Company’s stockholders approved the 2020 Stock Incentive Plan, (the "2020 Plan"), 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 Stock Incentive Plan. As of September 30, 2024 , 4,213,838 shares remained available for future issuance under the 2020 Plan. 2024 Inducement Stock Incentive Plan In March 2024, the Company's board of directors adopted the 2024 Inducement Stock Incentive Plan (the "2024 Inducement Plan"). The 2024 Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards with respect to an aggregate of 900,000 shares of Common Stock (subject to adjustment as provided in the 2024 Inducement Plan). Awards under the 2024 Inducement Plan may only be granted to new employees who were not previously an employee or director of the Company or are commencing employment with the Company following a bona fide period of non-employment, in either case, as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). As of September 30, 2024 , 220,147 shares remained available for future issuance under the 2024 Inducement Plan. 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: Nine Months Ended September 30, 2024 2023 Expected volatility 66 % 67 % Risk-free interest rate 3.46 % — 4.65 % 3.42 % — 4.47 % Expected term (in years) 6 6 Expected dividend yield — — Stock option activity A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2024 is as follows: (in thousands, except share and per share data) Options Weighted Weighted Aggregate Outstanding as of January 1, 2024 9,914,719 $ 10.48 7.7 $ 38,732 Granted 2,129,193 31.25 Exercised ( 3,812,308 ) 8.71 Canceled ( 487,872 ) 12.31 Outstanding as of September 30, 2024 7,743,732 $ 16.95 7.2 $ 149,870 Options exercisable as of September 30, 2024 3,515,127 $ 11.61 6.1 $ 85,447 Options vested or expected to vest as of September 30, 2024 7,743,732 $ 16.95 7.2 $ 149,870 The intrinsic value of options exercised for the nine months ended September 30, 2024 and 2023 totaled $ 83.3 million and $ 8.0 million, respectively. The weighted-average grant date fair value of the options granted during the nine months ended September 30, 2024 and 2023 was $ 19.65 and $ 7.79 per share, respectively. As of September 30, 2024 there was $ 52.4 million of unrecognized compensation expense, which the Company expects to recognize over a weighted-average period of 2.8 years. In March 2024, the Company entered into separation and consulting agreements with its former chief executive officer resulting in the acceleration of vesting and modification of previously issued stock option awards. The acceleration of vesting and modification resulted in the recognition of $ 3.2 million of stock-based compensation expense for the nine months ended September 30, 2024, all of which was recorded in the first quarter of 2024. The expense was recorded within general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. Based upon the terms of the separation and consulting agreements, options to purchase 223,533 shares of common stock were forfeited in March 2024. In September 2024, the Company entered into a consulting agreement with its former chief business officer resulting in the modification of previously issued stock option awards. The modification resulted in the recognition of $ 0.6 million of stock-based compensation expense for the nine months ended September 30, 2024, all of which was recorded in the third quarter of 2024. The expense was recorded within general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. Based on the terms of the consulting agreement, options to purchase 95,587 shares of common stock were forfeited in September 2024. 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 four equal annual installments provided that the employee remains employed with the Company, RSUs with service conditions that vest in sixteen equal quarterly installments provided that the employee remains employed with the Company and RSUs with performance-based vesting conditions. As of September 30, 2024 , there are no RSUs with performance-based vesting conditions outstanding. 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 nine months ended September 30, 2024 is as follows: Number of Shares Underlying RSUs Weighted Issued and unvested as of January 1, 2024 3,422,212 $ 11.50 Granted 394,554 34.32 Vested ( 874,362 ) 12.50 Forfeited ( 224,312 ) 11.78 Issued and unvested as of September 30, 2024 2,718,092 $ 14.47 As of September 30, 2024 , there was $ 33.4 million of unrecognized compensation costs related to unvested RSUs, which are expected to be recognized over a weighted-average period of 2.9 years. In March 2024, the Company entered into separation and consulting agreements with its former chief executive officer resulting in the acceleration of vesting and modification of previously issued restricted stock unit awards. The acceleration of vesting and modification resulted in the recognition of $ 10.5 million of stock-based compensation expense for the nine months ended September 30, 2024, all of which was recorded in the first quarter of 2024. The expense was recorded within general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. In September 2024, the Company entered into a consulting agreement with its former chief business officer resulting in the modification of previously issued restricted stock unit awards. The modification resulted in the recognition of $ 0.5 million of stock-based compensation expense for the nine months ended September 30, 2024, all of which was recorded in the third quarter of 2024. The expense was recorded within general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. Based upon the terms of the consulting agreement, 99,448 restricted stock units were forfeited in September, 2024. The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2024 2023 2024 2023 Research and development $ 4,450 $ 2,868 $ 12,252 $ 8,202 General and administrative 4,295 2,007 23,135 6,040 Total $ 8,745 $ 4,875 $ 35,387 $ 14,242 |