Equity Incentive Plan | Equity Incentive Plan 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”), have been 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 December 31, 2023, 3,526,392 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. There were 875,836 ESPP shares available for future grants as of December 31, 2023. Stock Options Stock options issued under the 2020 and 2023 Plan generally vest over a four 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 6,196,917 $ 14.9001 Options exercised (330,506) $ 5.1507 Options expired (10,653) $ 18.0000 Options forfeited (1,262,081) $ 10.9333 Outstanding at December 31, 2023 9,630,623 $ 10.4619 9 $ 12,007 Exercisable at December 31, 2023 1,661,322 $ 4.4577 8.1 $ 5,226 Vested and expected to vest at December 31, 2023 9,630,623 $ 10.4619 9 $ 12,007 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 December 31, 2023 and 2022. Fair value of shares vested during the year ended December 31, 2023 was $10.6 million. The weighted-average grant date fair value of options granted in 2023 was $8.8732. 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. A total of 311,371 options assumed under the ValenzaBio 2020 Stock Option Plan having the weighted-average exercise price of $2.4921 were exercised for the year ended December 31, 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 consolidated statement of operations for the year ended December 31, 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. On August 16, 2023, the company granted 1,725,168 RSUs shares to certain employees of the Company, which shall vest in four Remaining unvested RSUs were 2,166,016 as of December 31, 2023. A summary of unvested RSU activity is presented in the following table: Number of RSUs Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 1,107,213 $ 5.42 Granted 1,725,168 28.15 Vested (640,416) 6.65 Forfeited (25,949) 26.97 Unvested at December 31, 2023 2,166,016 $ 22.90 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 (171,032) 27.43 Outstanding at December 31, 2023 2,964,072 $ 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 unvested 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 ended on December 14, 2023. The Company recorded less than $0.1 million in accrued liabilities as of December 31, 2023. During the year ended December 31, 2023, the Company's employees purchased a total of 24,164 shares under the 2023 ESPP at a total purchase price of $0.1 million. Stock-Based Compensation Expense The Black-Scholes option pricing model used to estimate fair value of stock-based awards requires the use of the following assumptions: • Fair value of common stock. Prior to the Company's IPO, the fair market value of the Company’s common stock is determined by the Board with assistance from management and external valuation experts. The approach to estimating the fair market value of common stock is consistent with the methods outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation ( the “Practice Aid”). For valuations performed prior to December 31, 2021 , the Company utilized an Option Pricing Method (“OPM”) based analysis, primarily the OPM backsolve methodology, to determine the estimated fair value of the common stock. Within the OPM framework, the backsolve method for inferring the total equity value implied by a recent financing transaction involves the construction of an allocation model that takes into account the Company’s capital structure and the rights, preferences and privileges of each class of stock, then assumes reasonable inputs for the other OPM variables (expected time to liquidity, volatility, and risk-free rate). The total equity value is then iterated in the model until the model output value for the equity class sold in a recent financing round equals the price paid in that round. The OPM is generally utilized when specific future liquidity events are difficult to forecast (i.e., the enterprise has many choices and options available), and the enterprise’s value depends on how well it follows an uncharted path through the various possible opportunities and challenges. In determining the estimated fair value of the common stock, the Board also considered the fact that the stockholders could not freely trade the common stock in the public markets. Accordingly, the Company applied discounts to reflect the lack of marketability of its common stock based on the weighted-average expected time to liquidity. The estimated fair value of the common stock at each grant date reflected a non-marketability discount partially based on the anticipated likelihood and timing of a future liquidity event. For valuations performed after December 31, 2021 in accordance with the Practice Aid the Company utilized the hybrid method for determining the fair value of our Class A Common Stock based on the Company’s stage of development and other relevant factors. The hybrid method is a probability-weighted expected return method (PWERM), where the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of Class A Common Stock based upon an analysis of future values for the company, assuming various outcomes. The Class A Common Stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the Class A Common Stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the Class A Common Stock. A discount for lack of marketability of the Class A Common Stock was then applied to arrive at an indication of value for the Class A Common Stock. The Company also considered the amount of time between the independent third-party valuation dates and the grant date of an award. The Company interpolated the common stock fair value between the two valuation dates, if there were any significant internal or external events occurred during this period. The incremental stock-based compensation expense recorded as a result of the retrospective review was insignificant. Following the Company's IPO, the fair market value of the Company's common stock is based on its closing price on Nasdaq as reported on the date of the stock option grant. • Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term for the Company’s stock options was calculated based on the weighted-average vesting term of the awards and the contract period, or simplified method. • Expected volatility. The expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants as the Company does not have sufficient trading history for its publicly traded common stock. The comparable companies were chosen based on their size, stage of their life cycle or area of specialty. The Company will continue to apply this process until enough historical information regarding the volatility of its stock price becomes available. • 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 approximately equal to the expected term of the awards. • Expected dividend yield. The Company has never paid dividends on the common stock and has no plans to pay dividends on the common stock. Therefore, the Company used an expected dividend yield of zero. The Company used the following assumptions to estimate fair value of each option at the grant date for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 Expected volatility 85.17% - 94.74% 96.33% - 102.81% 99.97% - 100.78% Expected dividend yield 0 % 0 % 0 % Expected term (in years) 5.77 - 6.08 years 5.88 - 6.08 years 5.93 - 6.06 years Risk-free interest rate 3.30% - 4.80% 1.69% - 3.96% 0.87% - 0.97% The following table presents the classification of stock-based compensation expense related to awards granted to employees and non-employees (in thousands): Year Ended December 31, 2023 2022 2021 Research and development expenses $ 12,652 $ 1,373 $ 214 General and administrative expenses 34,666 2,679 19 Total stock-based compensation expense $ 47,318 $ 4,052 $ 233 The stock-based compensation expense relates to the following equity-based awards: Year Ended December 31, 2023 2022 2021 Restricted stock units $ 11,726 $ — $ — Performance-based restricted stock units 12,109 — — Stock options 23,281 2,035 233 ESPP 202 — — Restricted stock awards — 2,017 — Total stock-based compensation expense $ 47,318 $ 4,052 $ 233 |