Equity Incentive Plan | Equity Incentive Plans In April 2023, the Company’s board of directors adopted, and stockholders approved, the 2023 Equity Incentive Plan (the “2023 Plan”) that became effective on May 4, 2023. The Company reserved 12,000,000 new shares of common stock for issuance under the 2023 Plan. In addition, 6,920,846 shares issued and outstanding under the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”), may be added to the 2023 Plan as such shares become available from time to time if awards terminate, expire, or lapse for any reason without the delivery of shares, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. The 2023 Plan also provides that the number of shares initially reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2024 and ending on January 1, 2033, by an amount equal to the lesser of (i) 5% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (ii) such smaller number of shares of stock as determined by the Company’s board of directors. No more than 56,762,538 shares of stock may be issued upon the exercise of incentive stock options under the 2023 Plan. The Company may grant incentive stock options, nonstatutory stock options (“NSOs”), restricted stock units (“RSUs”), restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), performance awards and other awards to the Company’s officers, employees, directors and consultants. Options under the 2023 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of the common stock on the date of grant and usually vest over four years. The exercise price of an option granted to a 10% stockholder may not be less than 110% of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. The grant date fair market value of all awards made under our 2023 Plan and all cash compensation paid by us to any non-employee director for services as a director in any fiscal year may not exceed $750,000, increased to $1,000,000 in the fiscal year of their initial service as a non-employee director. The 2023 Plan is the successor to and continuation of the 2020 Plan and no additional awards may be granted under the 2020 Plan. All outstanding awards granted under the 2020 Plan will remain subject to the terms of the 2020 Plan. The 2020 Plan provided for the grant of incentive stock options, nonstatutory stock options, RSUs and RSAs to the Company’s officers, employees, directors and consultants. As of September 30, 2023, 4,661,603 shares of the Company’s common stock were reserved for issuance under the 2023 Plan. In April 2023, the Company’s board of directors and stockholders adopted the 2023 Employee Stock Purchase Plan (the “ESPP”), which became effective on May 4, 2023. The ESPP authorized issuance of up to 900,000 shares of common stock. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. Employees purchase shares of common stock at a price per share equal to 85% of the lower of the fair market value at the start or end of six-month purchase and offering consecutive periods. The aggregate number of shares reserved for sale under the 2023 ESPP will increase automatically on January 1 for a period of up to 10 calendar years, commencing on January 1, 2024, by the number of shares equal to the lesser of 1% of the Company's total outstanding shares of common stock on the immediately preceding December 31st, and 2,700,000 shares or a lesser number of shares as may be determined by the board of directors. Stock Options Stock options issued under the 2020 Plan and 2023 Plan generally vest over a four-year period and expire ten years from the date of grant. Certain options provide for accelerated vesting if there is a change in control, as defined in the individual award agreements and the Company’s severance policies. A summary of option activity under the 2020 Plan and 2023 Plan is as follows: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2022 5,036,946 $ 4.7872 9.5 $ 5,488 Options granted 4,771,615 $ 16.8645 Options exercised (40,570) 0.7700 Options forfeited (1,063,529) 10.9236 Outstanding at September 30, 2023 8,704,462 $ 10.6860 8.9 $ 26,543 Exercisable at September 30, 2023 1,347,153 $ 4.3478 6.7 $ 8,028 Vested and expected to vest at September 30, 2023 8,704,462 $ 10.6860 8.9 $ 26,543 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock at September 30, 2023 and December 31, 2022. Fair value of shares vested during the three and nine months ended September 30, 2023 was $6.0 million and $7.8 million, respectively. The weighted-average grant date fair value of options granted during the three and nine months ended September 30, 2023 was $16.90 and $13.69, respectively. ValenzaBio 2020 Stock Option Plan On January 4, 2023, in connection with the Acquisition, the Company assumed the ValenzaBio 2020 Stock Option Plan and options to issue 1,249,811 shares of the Company’s Class A Common Stock to ValenzaBio option holders, who entered into consulting agreements with the Company. The weighted-average exercise price of assumed options was $3.6736 per share. Under the terms of the Merger Agreement, the assumed options vested in full on March 31, 2023. No options were exercised for the three and nine months ended September 30, 2023. The Company recognized the full amount of stock-based compensation expense of $4.9 million, including $3.1 million as research and development expenses and $1.8 million as general administrative expenses, related to assumed options in the condensed consolidated statement of operations for the nine months ended September 30, 2023. Restricted Stock Units In 2022, the Company granted RSU awards for 1,107,213 shares vesting based on satisfaction of certain service and liquidity conditions. On March 23, 2023, the Board approved the acceleration of vesting of 138,401 RSUs. The Company accounted for the changes in vesting terms as a modification and re-measured modified awards at fair value on the modification date. The estimated fair value of RSUs granted was $8.0 million after modification. On May 9, 2023, the IPO closing date, 640,416 RSUs vested and the Company recognized $5.5 million stock-based compensation expense. The Company issued 303,237 shares and withheld 337,179 shares to satisfy tax withholding obligations of $8.3 million paid upon the RSU settlement. 466,797 RSUs remained unvested as of September 30, 2023. On August 16, 2023, the Company granted RSU awards for 1,725,168 shares to certain employees of the Company, which shall vest in four equal installments beginning on May 15, 2024, subject to the employee’s continuous service through each applicable vesting date. Performance-Based Restricted Stock Units In August 2023, the Company granted PSUs to certain employees and officers of the Company. The PSUs may vest over several years subject to the achievement of (i) certain clinical development milestones over a performance period from the grant date to May 2027 (the “Performance Period”) or (ii) market conditions (i.e., stock price hurdle) based on pre-specified volume-weighted average stock price measurements as of each vesting performance measurement date, and continued employment with the Company through the applicable vesting date(s). The target number of shares under the PSUs is 3,135,104. The ultimate number of PSU shares that may vest, in the aggregate over the Performance Period, could in certain cases be up to 150% of the target number of shares upon the achievement of certain market or performance conditions. A summary of PSU activity based on the target number of shares is presented in the following table: Number of PSUs Weighted-Average Grant Date Fair Value* Outstanding at December 31, 2022 — $ — Granted 3,135,104 $ 27.43 Vested — $ — Forfeited (146,612) $ 27.43 Outstanding at September 30, 2023 2,988,492 $ 27.43 *The grant date fair value is based only on the PSUs with market conditions and does not factor in any performance conditions. As the PSUs granted in 2023 are subject to a market condition, the grant date fair value for such PSUs was based on a Monte Carlo simulation model. The Company estimated the fair value of PSUs based on the grant date price of its common stock of $26.97 and the following assumptions: expected volatility of 87.71%, risk-free-rate of 4.47%, and zero expected dividend yield. In 2023, the Company granted PSUs to employees with a weighted-average grant date fair value of $27.43. The unv ested awards will expire if it is determined that the vesting conditions have not been met during the applicable three-year performance period. 2023 Employee Stock Purchase Plan The first purchase period commenced on June 15, 2023 and will end on December 14, 2023. The Company recorded $0.3 million in accrued liabilities as of September 30, 2023. Stock-Based Compensation Expense The Company uses the Black-Scholes valuation model and made the following Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended 2023 2022 2023 2022 Expected volatility 87.34% - 87.93% 99.91% 75.30% - 92.20% 99.99% - 102.81% Expected dividend yield 0% 0% 0% 0% Expected term (in years) 5.95 – 6.04 years 6.08 years 5.77 - 6.08 years 5.90 - 6.08 years Risk-free interest rate 4.14% - 4.61% 3.05% 3.30% - 4.61% 1.69% - 3.26% The following table presents the classification of stock-based compensation expense related to awards granted under its equity incentive plans (in thousands): Three Months ended September 30, Nine Months ended September 30, 2023 2022 2023 2022 General and administrative expenses $ 11,741 $ 196 $ 22,292 $ 1,677 Research and development expenses 3,572 364 8,661 862 Total stock-based compensation expense $ 15,313 $ 560 $ 30,953 $ 2,539 The stock-based compensation expense relates to the following equity-based awards: Three Months ended September 30, Nine Months ended September 30, 2023 2022 2023 2022 Restricted stock units $ 2,345 $ — $ 7,884 $ — Performance-based restricted stock units 4,265 — 4,265 — Stock options 8,577 560 18,661 1,234 ESPP 126 — 143 — Restricted stock awards — — — 1,305 Total stock-based compensation expense $ 15,313 $ 560 $ 30,953 $ 2,539 The Company recognized $4.9 million stock-based compensation expense related to assumed ValenzaBio options and $0.9 million related to unvested options and RSAs net-settled at the closing of the Acquisition. As of September 30, 2023, there was $63.2 million of unrecognized stock-based compensation expense related to granted stock options, which is expected to be recognized over a weighted-average period of 3.4 years. As of September 30, 2023, there was $46.4 million of unrecognized stock-based compensation expense related to RSUs which will be recognized over the remaining vesting term through May 2027. The Company recognized $4.3 million in compensation expense during the three and nine months ended September 30, 2023 related to PSUs. This expense is related only to the market conditions. As of September 30, 2023, t he Company evaluated the clinical development milestone performance conditions and determined them to be not probable of achievement. As of September 30, 2023 , total compensation cost not yet recognized related to unvested PSUs was $77.7 million, which is expected to be recognized over a weighted-average period of 2.5 years. Total compensation cost not recognized related to unvested PSUs can increase up to $104.6 million depending on the future achievement of PSUs performance conditions. |