Stockholders' Equity | 10. Stockholders’ Equity Initial Public Offering On May 3, 2022, the Company completed its IPO whereby it sold 13,529,750 shares of common stock at a public offering price of $ 17.00 per share, for net proceeds of approximately $ 209.5 million, after deducting underwriting discounts, commissions and offering costs of approximately $ 20.5 million. In connection with the Company's IPO, the Company increased the number of authorized shares of the Company's common stock and preferred stock to 500,000,000 shares and 50,000,000 shares, respectively. At-the-Market-Offering On May 12, 2023 , the Company entered into an At-the-Market Equity Offering Sales Agreement (the "Sales Agreement") with Stifel, Nicolaus & Company, Incorporated (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 $ 100.0 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 Sales 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 Sales Agreement. During the three months ended September 30, 2024 , the Company sold 1,016,950 shares of common stock for total net proceeds of approximately $ 14.9 million, after deducting commission fees and offering expenses. Underwritten Public Offering On September 22, 2023, the Company completed an underwritten public offering whereby it sold 9,200,000 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,200,000 shares, at a public offering price of $ 12.50 per share for total net proceeds of approximately $ 107.8 million, after underwriting discounts and commissions and estimated offering costs. 2021 Equity Incentive Plan On February 8, 2021, the Company’s board of directors and stockholders approved and adopted the HilleVax, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The term of the 2021 Plan is ten years from the adoption date. Under the 2021 Plan, the Company may grant stock options, restricted stock, restricted stock units, and other stock-based awards to employees, directors or consultants of the Company and its subsidiaries. The stock options granted under the plan generally vest over a four-year period from the vesting commencement date. Upon the effectiveness of the 2022 Plan defined and described below, no further grants will be made under the 2021 Plan, and any outstanding awards granted under the 2021 Plan will remain subject to the terms of the 2021 Plan and applicable award agreements. 2022 Incentive Award Plan In April 2022, the Company’s board of directors and stockholders approved the 2022 Incentive Award Plan (the “2022 Plan,” and together with the 2021 Plan, the "Plans") under which the Company may grant stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to its employees, consultants and directors. The 2022 Plan became effective in connection with the Company’s IPO and will remain in effect until the tenth anniversary of its effective date, which will be April 28, 2032, unless earlier terminated by the Company’s board of directors. The number of shares of the Company's common stock initially available for issuance under awards granted pursuant to the 2022 Plan was the sum of (1) 4,900,000 shares of the Company’s common stock, plus (2) 216,849 shares remaining available for issuance under the 2021 Plan as of the effective date of the 2022 Plan, plus (3) any shares subject to outstanding awards under the 2021 Plan as of the effective date of the 2022 Plan that become available for issuance under the 2022 Plan thereafter in accordance with its terms. The number of shares initially available for issuance will be increased by an annual increase on January 1 of each calendar year ending in and including 2032 , equal to the lesser of (1) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (2) such smaller number of shares as determined by the Company’s board of directors. As of September 30, 2024, 9,640,604 shares were reserved for issuance under the 2022 Plan, of which 3,945,845 shares remained available for future issuance. 2022 Employee Stock Purchase Plan In April 2022, the Company’s board of directors and stockholders approved the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP became effective in connection with the Company’s IPO. The 2022 ESPP permits eligible employees who elect to participate in an offering under the ESPP to have up to a specified percentage of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the 2022 ESPP. The price of common stock purchased under the 2022 ESPP is equal to 85 % of the lower of the fair market value of the common stock on the first trading day of the offering period or the relevant purchase date. A total of 410,000 shares of the Company’s common stock was initially reserved for issuance under the 2022 ESPP. In addition, the number of shares available for issuance under the 2022 ESPP will be annually increased on January 1 of each calendar year, ending in and including 2032 , by an amount equal to the lesser of (1) 1 % of the shares outstanding on the final day of the immediately preceding calendar year and (2) such smaller number of shares as is determined by the Company’s board of directors, provided that no more than 10,000,000 shares of the Company’s common stock may be issued under the 2022 ESPP. A summary of the Company’s stock option activity under the Plans is as follows (in thousands, except share and per share data): Number of Weighted Weighted Aggregate Balance at December 31, 2023 3,896,061 $ 13.89 8.82 $ 11,826 Granted 2,101,895 14.85 Exercised ( 49,675 ) 7.72 Cancelled ( 926,573 ) 14.41 Balance at September 30, 2024 5,021,708 $ 14.25 7.92 $ — Vested and expected to vest at September 30, 2024 5,021,708 $ 14.25 7.92 $ — Exercisable at September 30, 2024 1,908,177 $ 13.31 6.43 $ — Stock-Based Compensation Expense The fair value of common stock is based on the closing price as reported on the date of grant on the primary stock exchange on which the Company's common stock is traded. The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Risk-free interest rate — 4.1 %– 4.6 % 3.9 %– 4.7 % 3.5 %– 4.6 % Expected volatility — 94.5 %– 95.1 % 95.1 %– 99.1 % 91.7 %– 95.9 % Expected term (in years) — 6.1 5.5 – 6.1 5.5 – 6.1 Expected dividend yield — 0 % 0 % 0 % Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities similar to the expected term of the awards. Expected volatility . Given the Company's limited historical stock price volatility data, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected term . The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, for employees, which is an average of the contractual term of the option and its vesting period. Expected dividend yield . The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero . Stock-based compensation expense has been reported in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended Nine Months Ended 2024 2023 2024 2023 Research and development $ 2,402 $ 1,894 $ 8,298 $ 4,710 General and administrative 2,648 2,052 8,007 5,124 Total $ 5,050 $ 3,946 $ 16,305 $ 9,834 There were no option grants during the three months ended September 30, 2024. The weighted average grant date fair value per share of option grants for the three months ended September 30, 2023 was $ 13.69 . The weighted average grant date fair value per share of option grants for the nine months ended September 30, 2024 and 2023 was $ 11.70 and $ 17.68 , respectively. As of September 30, 2024, total unrecognized stock-based compensation cost related to stock options was approximately $ 31.9 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.6 years. A summary of the Company’s unvested shares is as follows: Number of Weighted Average Grant-Date Fair Value Balance at December 31, 2023 1,571,716 $ 8.474 Shares granted 1,036,450 15.019 Shares forfeited ( 198,963 ) 15.643 Share vested ( 695,885 ) 4.987 Balance at September 30, 2024 1,713,318 13.043 The Company did not issue any shares of restricted common stock during the three months ended September 30, 2024 and 2023. The Company issued shares of restricted common stock during the nine months ended September 30, 2024 and 2023, which consisted only of restricted stock units. The weighted average grant date fair value per share of restricted common stock grants for the nine months ended September 30, 2024 and 2023 was $ 15.02 and $ 18.00 , respectively. As of September 30, 2024, total unrecognized stock-based compensation cost related to restricted stock was approximately $ 18.0 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.9 years. For accounting purposes, unvested shares of restricted common stock are not considered outstanding until they vest. As of September 30, 2024 and December 31, 2023, the Company had no material repurchase liability related to the unvested shares in the table above. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following: September 30, Common stock options outstanding 5,021,708 Shares available for issuance under the Plans 3,945,845 Shares available for issuance under the ESPP 1,169,616 10,137,169 |