Shareholders' Equity | 7. Shareholders’ Equity As of June 30, 2024, the Company’s Memorandum and Articles of Association, as amended, authorizes the Company to issue 500,000,000 ordinary shares and 100,000,000 undesignated shares, of which 9,812,438 shares have been designated as non-voting In May 2023 and September 2023, the Company’s board of directors designated 7,410,518 and 2,401,920 non-voting ordinary shares, respectively, in accordance with the Articles of Association. As of December 31, 2023, all outstanding non-voting ordinary shares had been converted into 9,812,438 ordinary shares. The non-voting ordinary shares ranked on parity with the ordinary shares as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The non-voting ordinary shares were entitled on an equal basis to any dividends declared on the ordinary shares on an as-converted to ordinary share basis. Each non-voting ordinary shareholder had the right to convert each non-voting ordinary share into one ordinary share, subject to appropriate adjustment in the event of any dividend, split, reverse split, combination or other similar recapitalization with respect to the ordinary shares, at such holder’s election by providing written notice to the Company. In May 2023, the Company entered into an Exchange Agreement with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (collectively referred to as “BVF”), who in the aggregate held at the time of the transaction more than 5% of the Company’s issued share capital, pursuant to which BVF delivered to the Company, a total of 7,410,518 ordinary shares of the Company, in exchange for the Company’s delivery of 7,410,518 newly designated non-voting ordinary shares, par value $0.0001 per share. The exchange did not result in any change in the aggregate number of outstanding shares of the Company as the exchange was implemented on a one-for-one basis. In September 2023, the Company entered into a share purchase agreement to issue certain shares to purchasers, including 2,401,920 newly designated non-voting ordinary shares at a purchase price of $12.49 per share (or the equivalent of $37.47 per ADS) in the Private Placement which closed on October 3, 2023. Ordinary shareholders are entitled to dividends if and when declared by the Company’s board of directors. As of June 30, 2024 and December 31, 2023, no dividends on ordinary shares had been declared by the board of directors. Options A summary of shares available for grant is set forth below (in thousands): SHARES AVAILABLE FOR GRANT Balance as of December 31, 2023 8,192 Authorized 5,569 Granted/Awarded (3,779) Cancelled 1,258 Balance as of June 30, 2024 11,240 A summary of share option activity is set forth below (in thousands except per share amounts and years): OUTSTANDING AWARDS WEIGHTED- NUMBER OF AVERAGE SHARES WEIGHTED- REMAINING UNDERLYING AVERAGE CONTRACTUAL AGGREGATE OUTSTANDING EXERCISE TERM INTRINSIC OPTIONS PRICE (IN YEARS) VALUE As of December 31, 2023 11,899 3.94 8.27 117,093 Granted 2,835 12.83 Exercised (1,062) 1.16 Forfeited (1,258) 5.21 As of June 30, 2024 12,414 6.07 8.23 91,104 Exercisable at June 30, 2024 5,407 2.45 7.32 57,550 Vested and expected to vest at June 30, 2024 12,414 6.07 8.23 91,104 The total fair value of options that vested during the three months ended June 30, 2024 and 2023 was $3.5 million and $0.5 million, respectively. The total fair value of options that vested during the six months ended June 30, 2024 and 2023 was $9.3 million and $1.7 million, respectively. Employee Share Purchase Plan In February 2023, the Company adopted the 2023 Employee Share Purchase Plan (“ESPP”). The Company allows eligible employees to purchase shares of the Company’s ordinary shares through payroll deductions at a price equal to 85% of the lesser of the fair market value of the ordinary shares as of the first date of each offering period or the ending date of each purchase period. Each offering period is typically 24 months consisting of four purchase periods of six months. There were 1,000,000 ordinary shares initially reserved for issuance under the ESPP. In January 2024, the number of ordinary shares available for issuance under the ESPP was increased by 1,392,210 shares as a result of the automatic increase provision in the ESPP. The offering period and purchase periods are determined by the board of directors. The first offering period for approximately 24 months was initiated during the fourth quarter of 2023 and consists of four purchase periods of approximately six months. The second offering period of 24 months was initiated during the second quarter of 2024 and consists of four purchase periods of approximately six months. The Company issued 25,794 shares under the ESPP during the six months ended June 30, 2024. As of June 30, 2024, 2,366,416 shares under the ESPP remain available for purchase. Restricted Share Units A summary of restricted share unit activity is set forth below (in thousands except per share amounts): WEIGHTED- NUMBER OF AVERAGE UNITS GRANT DATE OUTSTANDING FAIR VALUE Outstanding, December 31, 2023 — Granted (including performance-based restricted share units) 945 $ 11.75 Forfeited — Outstanding, June 30, 2024 945 $ 11.75 In March 2024, the Company granted 381,252 restricted share units with service and performance conditions to certain employees, none of which vested during the six months ended June 30, 2024. Vesting of these awards is contingent on the occurrence of certain milestone events and fulfilment of any remaining service condition. As a result, the related compensation cost is recognized as an expense when achievement of the milestones is considered probable. The expense to be recognized for these awards is based on the grant date fair value of the Company’s ordinary shares multiplied by the number of units granted, which resulted in an aggregate fair value of approximately $4.5 million. The achievement of performance milestones was not probable as of June 30, 2024. As such, no share-based compensation expense has been recognized for performance-based restricted share units during the three and six months ended June 30, 2024. Share-Based Compensation Associated with Awards to Employees and Non-Employees The Company recognized share-based compensation as follows (in thousands): THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2024 2023 2024 2023 Research and development $ 2,023 $ 584 $ 3,246 $ 2,176 General and administrative 2,173 1,118 3,694 2,059 Total share-based compensation $ 4,196 $ 1,702 $ 6,940 $ 4,235 THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2024 2023 2024 2023 Share options and restricted share units $ 4,020 $ 1,702 $ 6,607 $ 4,235 ESPP 176 — 333 — Total share-based compensation $ 4,196 $ 1,702 $ 6,940 $ 4,235 As of June 30, 2024, the total unrecognized share-based compensation expense related to unvested share options and restricted share units was $56.4 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.2 years. As of June 30, 2024, the total unrecognized share-based compensation expense related to the ESPP was $0.6 million, which is expected to be recognized over a weighted-average period of 1.7 years. Performance Options In February 2023, the Company’s board of directors approved the grant of performance share options for 1,200,000 ordinary shares, which were granted under the 2023 Equity Incentive Plan. Each share option would vest over four years, subject to the achievement of certain clinical milestones as determined by the Company’s compensation committee in the first year following the grant, and subject to the employees’ continuous service through each vesting date. The performance milestones were not achieved in the first year following the grant, and the performance share options were cancelled in February 2024. As such, no share-based compensation expense has been or will be recognized for such performance share options. Ordinary Share Warrants In connection with entering into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”), the Company issued SVB a warrant to purchase shares of its ordinary shares at an exercise price of $0.48 per share (“SVB Warrant”). The SVB Warrant was immediately exercisable for 112,279 ordinary shares of the Company and could have been exercisable for an additional number of ordinary shares equal to 44,567 ordinary shares upon draw of Tranche A under the SVB Agreement and 22,283 ordinary shares upon draw of Tranche B under the SVB Agreement. The warrant for Tranche A shares and Tranche B shares expired on July 31, 2021 and July 31, 2022, respectively, as the Company elected to allow the Tranche A and Tranche B financings to expire unused on July 31, 2021 and July 31, 2022, respectively. In February 2023, SVB fully exercised the SVB Warrant for 106,060 ordinary shares through a cashless exercise. |