Convertible Preferred Stock and Stockholders' Deficit | 9. Convertible Preferred Stock and Stockholders’ Deficit Stockholders’ Deficit Under the Amended and Restated Certificate of Incorporation dated April 29, 2024, the Company had a total of 67,268,142 shares of capital stock authorized for issuance, consisting of 40,248,588 shares of common stock, par value of $0.0001 per share, and 27,019,554 shares of convertible preferred stock, par value of $0.0001 per share. The Amended and Restated Certificate of Incorporation included the authorization of 84,556 shares reserved under the terms specified as part of the Company’s Pledge 1% Movement commitment, in support of its corporate social responsibility and philanthropic pursuits. Convertible Preferred Stock In 2020 and 2021, the Company issued 2,077,165 shares and 1,595,983 shares, respectively, of Series A convertible preferred stock at a price of $21.93 per share, resulting in aggregate gross proceeds of $70.0 million and total issuance costs of $0.4 million. The Company converted a promissory note with a fair value of $10.6 million as part of the first closing and reclassified a convertible preferred stock purchase right liability with a fair value of $23.7 million into equity as part of the second closing. In 2021, the Company issued 2,487,237 shares of Series B convertible preferred stock at a price of $48.25 per share resulting in aggregate gross proceeds of $120.0 million and incurred $0.4 million of total issuance costs. As of June 30, 2024, the Company’s Series A and Series B convertible preferred stock has been classified as temporary equity in the accompanying condensed balance sheets given that the holders of the convertible preferred stock could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The carrying value of the convertible preferred stock is not adjusted to the redemption value until the contingent redemption events are considered to be probable of occurring. The Company’s convertible preferred stock has the following rights, preferences and privileges: Dividends The Company shall not declare, pay or set aside any dividends on shares of any class of capital stock of the Company unless the holders of the Series A or Series B convertible preferred stock shall first receive, or simultaneously receive, a dividend on each outstanding share of the Series A convertible preferred stock equal to an amount as defined in the Company’s Amended and Restated Certificate of Incorporation. No such dividends have been declared or paid through June 30, 2024. Preferences on Liquidation The holders of the Series A convertible preferred stock are entitled to receive liquidation preferences, in the event of a change in control, at an amount per share equal to the greater of (i) the Series A original issuance price of $21.93, plus any dividends declared but unpaid or (ii) such amount per share as would have been payable had all shares of Series A convertible preferred stock been converted into common stock. The holders of the Series B convertible preferred stock are entitled to receive liquidation preferences, in the event of a change in control, at an amount per share equal to the greater of (1) the Series B original issuance price of $48.25, plus any dividends declared but unpaid or (2) such amount per share as would have been payable had all shares of Series B convertible preferred stock been converted into common stock. Liquidation payments to the holders of the Series A and Series B convertible preferred stock have priority and are made in preference to any payments to the holders of common stock. After full payment of the liquidation preference to the holders of the Series A and Series B convertible preferred stock, the remaining assets, if any, will be distributed ratably to the holders of the common stock. Conversion Rights The shares of Series A and Series B convertible preferred stock are convertible into an equal number of shares of common stock, at the option of the holder, subject to certain anti-dilution adjustments. The conversion rate for the convertible preferred stock is determined by dividing the original issue price by the conversion price. The conversion price is initially the original issue price, but is subject to adjustment for dividends, stock splits, and other distributions. The conversion rate at June 30, 2024, for the Series A and Series B convertible preferred stock was 1:1 Each share of Series A convertible preferred stock will be automatically converted into common stock at the then effective conversion rate (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the), common stock) upon: (i) the closing of the sale of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross proceeds to the Company; or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of 60% of the outstanding shares of Series A convertible preferred stock. Each share of Series B convertible preferred stock will be automatically converted into common stock at the then effective conversion rate (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to common stock) upon: (1) the closing of the sale of common stock to the public in a firm- commitment underwritten public offering pursuant to an effective registration statement Securities Act of 1933, as amended, resulting in at least $75.0 million of gross proceeds to the Company; or (2) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of 60% of the outstanding shares of Series B convertible preferred stock. Redemption Rights The holders of Series A and Series B convertible preferred stock do not have any redemption rights, except upon certain liquidation events that are outside of the Company’s control. Voting The holder of each share of Series A and Series B convertible preferred stock generally vote together with the shares of common stock as a single class, but also have class vote approval rights as provided by the Company’s certificate of incorporation or as required by applicable law. Common Stock The voting, dividend, and liquidation rights of the holders of the common stock are subject to, and qualified by, the rights, preferences and privileges of the holders of the Series A and Series B convertible preferred stock. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. C stock reserved for future issuance consisted of the following: AS OF JUNE 30, 2024 DECEMBER 31, 2023 Convertible preferred stock 6,160,385 6,160,385 Common stock options granted and outstanding 1,803,867 1,315,726 Restricted stock units granted and outstanding 22,514 22,514 Shares available for issuance under the 2020 equity incentive plan 115,543 323,131 Shares available for issuance under the Pledge 1% commitment 84,556 84,556 Total common stock reserved for future issuance 8,186,865 7,906,312 Stock Options In June 2020, the Company adopted the 2020 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of incentiv e sto non-statutory The Plan was amended in December 2020, January 2021, July 2021, August 2022, and in April 2024. In April 2024 , the Options granted under the Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. The exercise price of each option shall be determined by the board of directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years and early exercise is permitted. The vesting period generally occurs over four years unless there is a specific performance vesting trigger at which time those shares will vest when the performance trigger is probable to occur. On April 6, 2023, the Company’s board of directors approved a stock option repricing (the “Option Repricing”) in which the exercise price of certain outstanding options to purchase shares of the Company’s common stock under the 2020 Plan was reduced to per share, the estimated fair value of the Company’s common stock as of December 31, 2022. The Option Repricing was intended to motivate holders of options with exercise prices in excess of the estimated fair value of the Company’s common stock to remain with the Company and work toward its success. The Option Repricing included options granted pursuant to the 2020 Plan that were held by, among others, members of the Company’s board of directors and the Company’s named executive officers. As a result of the Option Repricing, 1,168,651 shares of vested and unvested stock options outstanding as of April 6, 2023, with original exercise prices ranging from $5.14 to $51.72 per share, were repriced to an exercise price of $5.01 per share. The Option Repricing impacted 70 A summary of the Company’s stock option activity under the Plan is as follows: TOTAL OPTIONS WEIGHTED- AVERAGE EXERCISE PRICE PER SHARE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM AGGREGATE INTRINSIC VALUE (in years) (in thousands) Outstanding at December 31, 2023 1,315,726 $ 5.02 9.1 $ 214 Granted 525,412 10.29 — — Exercised (4,444 ) 5.00 — — Cancelled (32,827 ) 6.76 — — Outstanding at June 30, 2024 1,803,867 $ 6.51 8.9 $ 12,540 Exercisable as of June 30, 2024 1,167,786 $ 5.04 8.0 $ 9,840 The weighted-average grant date fair value of options granted for the six months ended June 30, 2024 and 2023, was $8.59 and $1.36 per share, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2024 and 2023, was de minimus. Upon the exercise of stock options, the Company will issue new shares of its common stock. Restricted Stock Unit Awards Restricted stock unit awards (“RSUs”) granted under the 2020 During the six months ended June 30, 2024 and 2023, no RSUs were granted by the Company. As of June 30, 2024, 22,514 total RSUs were outstanding. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense by condensed financial statement line item in the Company’s statement of operations and comprehensive loss (in thousands): THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2024 2023 2024 2023 Research and development $ 792 $ 1,060 $ 1,559 $ 2,088 General and administrative 691 1,398 1,330 2,202 Total $ 1,483 $ 2,458 $ 2,889 $ 4,290 In 2023, the Company entered into sepa ration executives were deemed satisfied for all RSUs as of the date of separation. In order for RSUs to vest, there must be a Liquidity event and the RSUs must meet the time and service-based requirement prior to the defined Liquidity Event Deadline. The Company recognized $0 3 The Company recognized $ Ju and $ million in incremental compensation cost for the three and six months ended June 30, 2023, respectively. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants issued for the six months ended June 30, 2024 and 2023, were as follows: SIX MONTHS ENDED JUNE 30, 2024 2023 Stock price $ 1.18 - $3.07 $ 1.14 Risk-free rate of interest 4.1% - 4.6 % 3.6% - 3.9 % Expected term (years) 5.1 - 6.1 5.1 - 6.1 Expected stock price volatility 106.2% - 110.5 % 86.5% - 87.6 % Expected dividend yield — — As of June 30, 2024, the unrecognized compensation cost related to outstanding employee and nonemployee options was $9.9 million and is expected to be recognized as expense over a weighted-average period of 2.5 years. As of June 30, 2024, there was no unrecognized compensation cost related to outstanding RSUs. |