What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-08-12 compared with 2021-05-13 · 129 added, 83 removed, 332 unchanged (39% of the section changed)

22 unchanged sentences

Operating lease liabilities, net of current portion

Deferred revenue, non-current

Convertible preferred stock purchase right liability, non-current

2 unchanged sentences

Commitments and contingencies (Note 7)

Convertible preferred stock

Convertible preferred stock, $ 0.00001 par value;

10,000,000 shares and 20,843,367 shares authorized at June 30, 2021 and December 31, 2020, respectively;

zero and 15,232,275 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.

Stockholders' equity (deficit):

Common stock, $ 0.00001 par value;

200,000,000 shares and 198,000,000 shares

authorized at March 31, 2021 and December 31, 2020;

respectively;

36,331,846 and 2,130,139 shares issued and outstanding at March 31,

2021 and December 31, 2020, respectively

200,000,000 shares and 198,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively;

37,191,005 and 2,130,139 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively.

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive loss

Accumulated deficit

5 unchanged sentences

(Unaudited, in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Collaboration revenue

8 unchanged sentences

Total other income (expense), net

Net unrealized loss on marketable securities

Net unrealized gain (loss) on marketable securities

Comprehensive loss

5 unchanged sentences

(Unaudited, in thousands, except share amounts)

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Preferred Stock

2 unchanged sentences

Equity (Deficit)

Balance at March 31, 2021

Issuance of common stock related to stock purchase agreement

Issuance of common stock under employee stock purchase plan

Issuance of common stock upon exercise of stock options

Vesting of early exercised options and restricted stock awards

Stock-based compensation

Unrealized gain on available-for-sale investments

Balance at June 30, 2021

Three Months Ended June 30, 2020

Preferred Stock

Comprehensive

Stockholders'

Equity (Deficit)

Balance at March 31, 2020

Issuance of Series C-1 convertible preferred stock, net of issuance costs of $ 225 and convertible preferred stock purchase right liability of $ 13,479

Issuance of common stock upon exercise of stock options

Vesting of early exercised options and restricted stock awards

Stock-based compensation

Unrealized gain on available-for-sale investments

Balance at June 30, 2020

BOLT BIOTHERAPEUTICS, INC.

CONDENSED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited, in thousands, except share amounts)

Six Months Ended June 30, 2021

Preferred Stock

Comprehensive

Stockholders'

Equity (Deficit)

Balance at December 31, 2020

4 unchanged sentences

Issuance of common stock upon exercise of common stock warrants

Issuance of common stock related to stock purchase agreement

Issuance of common stock under employee stock purchase plan

Issuance of common stock upon exercise of stock options

2 unchanged sentences

Unrealized loss on available-for-sale investments

Balance at March 31, 2021

Three Months Ended March 31, 2020

Balance at June 30, 2021

Six Months Ended June 30, 2020

Preferred Stock

3 unchanged sentences

Balance at December 31, 2019

Issuance of Series C-1 convertible preferred stock, net of issuance costs of $ 225 and convertible preferred stock purchase right liability of $ 13,479

Issuance of common stock upon exercise of stock options

1 unchanged sentence

Stock-based compensation

Unrealized loss on available-for-sale investments

Balance at March 31, 2020

Unrealized gain on available-for-sale investments

Balance at June 30, 2020

The accompanying notes are an integral part of these unaudited condensed financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Accretion of premium/discount on marketable securities

Unrealized loss on marketable securities, net

Unrealized gain (loss) on marketable securities, net

Change in fair value of convertible preferred stock purchase rights liabilities

15 unchanged sentences

Proceeds from initial public offering, net of issuance cost

Proceeds from issuance of common stock related to stock purchase agreement

Proceeds from issuance of common stock

Net cash provided by financing activities

Net increase (decrease) in cash

Net increase in cash

Cash, cash equivalents and restricted cash at beginning of year

22 unchanged sentences

the amendment and restatement of the Company’s certificate of incorporation, authorizing 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.

The Company has incurred operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $ 132.9 million and $ 108.4 million as of March 31, 2021 and December 31, 2020, respectively.

To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from product sales.

The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future.

Based on the Company’s current business plan, management believes that the existing cash and cash equivalents, and marketable securities of $ 302.9 million as of March 31, 2021 will be sufficient to fund the Company’s obligations for at least 12 months after these financial statements are issued.

Management plans to continue to incur substantial costs in order to conduct research and development activities and the Company will be required to raise additional capital.

However, there can be no assurance as to whether additional financing will be available on terms acceptable to the Company, if at all.

If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce or terminate product development or future commercialization efforts or grant rights to develop and market product candidates that the Company would otherwise plan to develop and market itself.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 have been prepared in accordance with U.S.

The accompanying unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

12 unchanged sentences

The Company is subject to a number of risks similar to other early-stage biopharmaceutical companies, including, but not limited to, changes in any of the following areas that the Company believes could have a material adverse effect on its future financial position or results of operations:

risks related to the successful discovery and development of its product candidates, ability to raise additional capital, development of new technological innovations by its competitors and delay or inability to obtain chemical or biological intermediates from such suppliers required for the synthesis of the Company’s product candidates, including due to the impact of the current COVID-19 pandemic, protection of intellectual property rights, litigation or claims against the Company based on intellectual property rights, and regulatory clearance and market acceptance of the Company’s products.

risks related to the successful discovery and development of its product candidates, ability to raise additional capital, development of new technological innovations by its competitors and delay or inability to obtain chemical or biological intermediates from such suppliers required for the synthesis of the Company’s product candidates, including due to the impact of the current COVID-19 pandemic, protection of intellectual property rights, litigation or claims against the Company based on intellectual property rights, regulatory clearance and market acceptance of the Company’s products.

The current COVID-19 pandemic, which is impacting worldwide economic activity, poses the risk that the Company or its employees, contractors, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities.

2 unchanged sentences

The extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s financial statements is highly uncertain and subject to change.

Management considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there was not a material impact to the Company’s condensed financial statements as of and for the three months ended March 31, 2021;

Management considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there was not a material impact to the Company’s con densed financial statements as of and for the three and six months ended June 30 , 2021;

however, actual results could differ from those estimates and there may be changes to management’s estimates in future periods.

3 unchanged sentences

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, the valuation of common stock, stock-based compensation, convertible preferred stock purchase right liabilities and accrued liabilities.

7 unchanged sentences

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities.

At March 31, 2021 and December 31, 2020, most of the Company’s funds are invested with a registered investment manager and custodied at one financial institution, with working capital kept at a separate financial institution, and account balances may at times exceed federally insured limits.

At June 30, 2021 and December 31, 2020, most of the Company’s funds are invested with a registered investment manager and custodied at one financial institution, with working capital kept at a separate financial institution, and account balances may at times exceed federally insured limits.

Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions where the funds are held.

1 unchanged sentence

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of March 31, 2021 and December 31, 2020, cash and cash equivalents consisted primarily of bank deposits and money market funds, which were unrestricted as to withdrawal or use.

As of June 30, 2021 and December 31, 2020, cash and cash equivalents consisted primarily of bank deposits and money market funds, which were unrestricted as to withdrawal or use.

Marketable Securities

4 unchanged sentences

A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security.

The Company invests its excess cash balances primarily in corporate debt securities with strong credit ratings.

The Company invests its

excess cash balances primarily in corporate debt securities with strong credit ratings.

Realized gains and losses are calculated on the specific identification method and recorded as interest income and were immaterial for all periods presented.

Restricted Cash

As of March 31, 2021 and December 31, 2020, the Company had $ 1.6 million of long-term restricted cash deposited with a financial institution.

The restricted cash is held in separate bank accounts to support letter of credit agreements related to the Company’s facility leases which expire in 2025 and 2031 (see Note 7).

As of June 30, 2021 and December 31, 2020, the Company had $ 1.6 million of long-term restricted cash deposited with a financial institution.

The restricted cash is held in separate bank accounts to support letter of credit agreements related to the Company’s facility leases that expire in 2025 and 2031 (see Note 7).

Fair Value Measurements

15 unchanged sentences

From time to time, new accounting standards are issued by the Financial Accounting Standards Board (the “FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date.

There have been no new accounting pronouncements issued nor adopted during the three months ended March 31, 2021 that are of significance to the Company’s financial position or results of operations.

There have been no new accounting pronouncements issued nor adopted during the three and six months ended June 30, 2021 that are of significance to the Company’s financial position or results of operations.

Fair Value Measurements and Fair Value of Financial Instruments

5 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

During the three months ended March 31, 2021, financial assets measured on a recurring basis consist of cash invested in money market accounts, short-term investments, and long-term investments.

During the three and six months ended June 30, 2021 , financial assets measured on a recurring basis consist of cash invested in money market accounts , short-term investments , and long-term investments .

The fair value of short-term and long-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs.

1 unchanged sentence

Financial liabilities measured at fair value on a recurring basis include the convertible preferred stock purchase rights liabilities described below.

There were no transfers within the hierarchy during the three months ended March 31, 2021 and 2020.

Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at March 31, 2021 and December 31, 2020 (in thousands):

March 31, 2021

There were no transfers within the hierarchy during the three and six months ended June 30, 2021 and 2020.

Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021

Asset-backed securities

treasury securities

Other government agency securities

6 unchanged sentences

Corporate debt securities

At March 31, 2021 and December 31, 2020, the fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands):

March 31, 2021

At June 30, 2021 and December 31, 2020, the fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands):

June 30, 2021

Money market funds

Asset-backed securities

treasury securities

Other government agency securities

3 unchanged sentences

Money market funds

treasury securities

Asset-backed securities

treasury securities

Commercial paper

7 unchanged sentences

Reclassification to equity

Balance at March 31, 2021

Balance at June 30, 2021

The fair value of the convertible preferred stock purchase right liabilities is estimated using an income-based approach incorporating probability considerations for different scenarios.

8 unchanged sentences

Engleman, a founder and member of the board of directors of the Company, who is a professor at Stanford, was issued shares of common stock as part of the Company’s Series A financing in September 2016.

Additionally, the Company has been and is required by the Stanford Agreement to make milestone payments up to an aggregate of $ 0.4 million for the first licensed product that meets certain patent issuance, clinical and regulatory milestones, and an additional milestone payment of $ 0.2 million for each additional regulatory approval.

Additionally, the Company is required by the Stanford Agreement to make milestone payments up to an aggregate of $ 0.4 million for the first licensed product that meets certain patent issuance, clinical and regulatory milestones, and an additional milestone payment of $ 0.2 million for each additional regulatory approval.

The Company also agreed in the Stanford Agreement to pay Stanford tiered royalties on the Company’s and its sublicensees’ net sales of licensed products, if any, at low single-digit percentage rates, subject to certain reductions.

4 unchanged sentences

Property and equipment, net, consist of the following (in thousands):

March 31, 2021

December 31, 2020

Laboratory equipment

Leasehold Improvements

Office equipment

1 unchanged sentence

Less accumulated depreciation and amortization

Depreciation expense related to property and equipment was $ 0.3 million and $ 0.1 million for the three months ended March 31, 2021 and 2020, respectively.

Depreciation expense related to property and equipment was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2021, respectively, and $ 0.1 million and $ 0.2 million for the same periods in 2020, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

March 31, 2021

December 31, 2020

Accrued research and development

13 unchanged sentences

The cumulative effect of revisions to estimated hours to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated.

Deferred revenue allocated to the unsatisfied performance obligation is recorded as a contract liability on the balance sheet and will be recognized over time as the services are performed, which is expected to take place through the first quarter of 2022.

As of March 31, 2021 and December 31, 2020, contract liabilities totaling $ 1.5 million at each period-end were recorded in deferred revenue in current liabilities on the balance sheet.

As of June 30, 2021 and December 31, 2020, contract liabilities totaling $ 1.5 million at each period-end were recorded in deferred revenue in current liabilities on the balance sheet.

The Toray Development Agreement includes optional additional items which will be accounted for as contract modifications when development advances past certain milestones and the parties both exercise their opt-in rights.

Oncology Research and Development Collaboration with Genmab A/S

In May 2021, the Company entered into a License and Collaboration Agreement (the “Genmab Agreement”) with Genmab A/S (“Genmab”).

Together, the companies will evaluate Genmab antibodies and bispecific antibody engineering technologies in combination with Bolt’s ISAC technology platform, with the goal of discovering and developing next-generation bispecific ISACs for

the treatment of cancer.

Under t his research collaboration , the companies will evaluate multiple bispecific ISAC concepts to identify up to three clinical candidates for development.

Genmab will fund the research, along with the preclinical and clinical development of these candidates through initial clinical proof of concept .

Under the Genmab Agreement, Bolt received an upfront payment of $ 10.0 million and is eligible to receive total potential milestone payments of up to $ 285.0 million per therapeutic candidate exclusively developed and commercialized by Genmab, along with tiered royalties at rates from a mid-single digit to mid-teens percentage, subject to certain customary reductions.

The Company determined that the Genmab Agreement is a contract with a customer and should be accounted for under ASC 606.

In conjunction with the Genmab Agreement, the Company entered into a Stock Purchase Agreement (the “SPA”) for the issuance of 821,045 shares of the Company’s common stock to Genmab for a total purchase price of $ 15.0 million .

These contracts have been evaluated together and the consideration in excess of the fair value of the common stock of $ 1.4 million has been allocated to the Genmab A greement and included in the total consideration for collaboration revenue.

In the Genmab Agreement, the Company has identified one bundled performance obligation that includes the license rights, research and development services and services associated with participation on a joint research committee.

The transaction price includes the $ 10.0 million upfront payment, the $ 1.4 million allocated from the Genmab SPA, and $ 6.1 million of estimated variable consideration related to reimbursements for research and development services at the agreed upon full-time employee rate and third-party costs.

Collaboration revenue is recognized over time proportionate to the costs that the Company has incurred to perform the services using an input method as a measure of progress towards satisfying the performance obligation, which is based on project hours.

Amounts are billed based on estimated variable consideration in the quarter ahead of performance and are trued up on the subsequent quarter’s invoice following the work performed.

Deferred revenue allocated to the unsatisfied performance obligation is recorded as a contract liability on the balance sheet and will be recognized over time as the services are performed.

As of June 30, 2021, contract liabilities totaling $ 11.4 million was recorded in deferred revenue in current and non-current liabilities on the balance sheet.

There was no revenue earned during the three and six months ended June 30, 2021, as no services had been performed under the Genmab Agreement during these periods.

The Genmab Agreement includes optional additional items which will be accounted for as contract modifications after initial clinical proof of concept of the therapeutic candidates and the parties exercise their respective program opt in rights.

Commitments and Contingencies

3 unchanged sentences

The Chesapeake Master Lease contains rent escalation, and the Company is also responsible for certain operating expenses and taxes throughout the lease term.

In addition, the Company is entitled to up to $ 4.8 million of tenant improvement allowance, which the Company has not received as of March 31, 2021.

Upon execution of the non-cancellable lease agreement, the Company took control of 10,000 square feet of space, which is subleased to Subtenant A as further described below.

The Company expects the remaining 35,690 square feet of additional office, laboratory and vivarium space to commence in the second quarter of 2021 and the extension of the 25,956 square feet under an existing lease to commence in 2025.

As of March 31, 2021, the operating lease right-of-use assets and operating lease liabilities were $ 3.6 million and $ 4.0 million, respectively, which represents the portion of the Chesapeake Master Lease that was controlled by the Company.

As the Company had not taken control of the remaining space and the lease term had not yet commenced, no operating lease right-of-use assets or operating lease liabilities for the remaining space have been recorded.

In addition, the Company is entitled to up to $ 4.8 million of tenant improvement allowance, which paid directly by the landlord to various vendors.

Upon execution of the non-cancellable lease agreement, the Company took control of 10,000 square feet of space, which is subleased as further described below.

The remaining 35,690 square feet of additional office, laboratory and vivarium space commenced in June 2021 and the extension of the 25,956 square feet under an existing lease is expected to commence in 2025.

As of June 30, 2021, the operating lease right-of-use assets and operating lease liabilities for the 45,690 square feet of additional space were $ 18.5 million and $ 19.2 million, respectively.

In connection with the execution of the Chesapeake Master Lease, the Company entered into two operating lease agreements to sublease portions of the premises to two unrelated third parties.

The first sublease agreement is to sublease 10,000 square feet which commenced on August 7, 2020 and expires on July 31, 2022 .

Rent is subject to scheduled annual increases and the subtenant (“Subtenant A”) is responsible for certain operating expenses and taxes throughout the term under the first sublease agreement.

Subtenant A has no option to extend the sublease term.

Sublease income under the first sublease agreement for the three months ended March 31, 2021, was approximately $ 0.1 million.

The second sublease agreement is to sublease 10,500 square feet, is expected to commence in the second quarter of 2021 and will expire approximately 26 months thereafter.

Rent is subject to scheduled annual increases and the subtenant (“Subtenant B”) is responsible for certain operating expenses and taxes throughout the term under the second sublease agreement.

Subtenant B has no option to extend the sublease term.

No sublease income under the second sublease agreement was recognized for the three months ended March 31, 2021 as the lease term had not yet commenced.

At March 31, 2021 and December 31, 2020, finance right-of-use leases are used to finance capital equipment such as printers or ozone generators.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of March 31, 2021 were 6.2 years and 9.6 %, respectively, for the operating leases.

The first sublease agreement, to sublease 10,000 square feet, commenced in August 2020 and will expire on July 31, 2022 .

The second sublease agreement, to sublease 10,500 square feet, commenced in June 2021 and will expire on July 31, 2023 .

Rent for both subleases are subject to scheduled annual increases and the subtenants are responsible for certain operating expenses and taxes throughout the term under the sublease agreements.

The subtenants have no option to extend the sublease term.

Sublease income under the two sublease agreements for the three and six months ended June 30, 2021, was approximately $ 0.2 million and $ 0.3 million, respectively.

At June 30, 2021 and December 31, 2020, finance right-of-use leases are used to finance capital equipment such as printers or ozone generators and it is immaterial.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of June 30, 2021 were 8.4 years and 10.8 %, respectively, for the operating leases.

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of December 31, 2020 were 6.3 years and 9.5 %, respectively, for the operating leases.

The Company lease discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined.

As the Company does not have any outstanding debt, the Company estimates the incremental borrowing rate based on its estimated credit rating and available market information.

As the Company does not have any outstanding debt, the Company estimates the incremental borrowing

rate based on its estimated credit rating and available market information.

The components of lease expense were as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Total operating lease cost

Supplemental cash flow information related to leases was as follows (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Operating cash flows from operating leases

The following is a schedule by year for future maturities of the Company’s operating lease liabilities and sublease income to be received as of March 31, 2021 (in thousands):

The following is a schedule by year for future maturities of the Company’s operating lease liabilities and sublease income to be received as of June 30, 2021 (in thousands):

Operating Leases

5 unchanged sentences

The agreement is cancelable by the Company upon delivering the appropriate prior written notice.

At March 31, 2021, potential future milestone payments under this agreement were up to $ 2.0 million.

At June 30, 2021, potential future milestone payments under this agreement were up to $ 2.0 million.

Guarantees and Indemnifications

2 unchanged sentences

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

As of March 31, 2021, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

As of June 30, 2021, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently had not recorded related liabilities.

Legal Proceedings

4 unchanged sentences

The first tranche closed in June 2020 and the Company raised $ 41.3 million, net of issuance costs of $ 0.2 million, and issued 5,162,173 shares of Series C-1 convertible preferred stock at $ 8.05 per share.

In addition, the investors agreed to buy and the Company agreed to sell up to 5,611,065 shares of Series C-2 convertible preferred stock at a price per share of $ 9.2575 , for potential additional gross proceeds of $ 51.9 million, upon the achievement of certain milestones as defined in the agreement.

In addition, the investors agreed to buy and the Company agreed to sell up to 5,611,065 shares of Series C-2 convertible

preferred stock at a price per share of $ 9.2575 , for potential additional gross proceeds of $ 51.9 million, upon the achievement of certain milestones as defined in the agreement.

The commitment made by the investors to invest in the second tranche of the Series C Agreement was considered a separate freestanding financial instrument and was recorded as a Convertible Preferred Stock Purchase Right Liability in the amount of $ 13.5 million upon the issuance of the first tranche of the Series C-1 convertible preferred stock in June 2020.

5 unchanged sentences

In July 2018, the Company issued 249,218 warrants to purchase common stock to the Series B investors in the first tranche.

The warrants were deemed to be freestanding instruments indexed to the Company’s common stock and also met the requirements for equity classification.

The warrants were deemed to be freestanding instruments indexed to the Company’s common stock and met the requirements for equity classification.

The warrants had an expiration date of July 26, 2028 and were exercisable at the option of the warrant holder for $ 0.07 per share.

8 unchanged sentences

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 the six-month purchase periods within the two-year offering period.

As of March 31, 2021, no shares had been issued under the 2021 ESPP.

During the three and six months ended June 30, 2021, 29,685 shares had been issued under the 2021 ESPP.

Performance and Service Based Stock Options

1 unchanged sentence

The Company recognizes expense based on the fair value of the Performance Awards over the estimated service period (under the graded vesting method) to the extent the achievement of the related performance criteria is estimated to be probable.

The Company determined that the financing milestone was achieved during the three months ended March 31, 2021 and accordingly recognized stock-based compensation expense related to the Performance Awards of approximately $ 0.5 million for this quarter.

The Company determined that the financing milestone was achieved during January 2021.

Accordingly, the Company recognized stock-based compensation expense related to the Performance Awards of approximately $ 0.1 million and $ 0.6 million for the three and six months ended June 30, 2021, respectively.

The weighted-average grant date fair value of the Performance Awards was $ 3.24 per share.

1 unchanged sentence

The following table summarizes the components of stock-based compensation expense recognized in the Company’s statement of operations and comprehensive loss (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

3 unchanged sentences

The right to repurchase these shares lapses over the vesting periods, which are generally four years .

As of March 31, 2021 and December 31, 2020, there were 42,822 and 47,180 , respectively, unvested shares representing an early exercise liability of approximately $ 0.1 million at each period-end.

As of June 30, 2021 and December 31, 2020, there were 10,904 and 47,180 , respectively, unvested shares representing an early exercise liability of approximately $ 28,000 and $ 0.1 million, respectively.

The unvested shares purchased by the employees are not deemed, for accounting purposes, to be outstanding.

1 unchanged sentence

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders, which excludes shares which are legally outstanding, but subject to repurchase by the Company (in thousands, except share and per share amounts):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted average common shares outstanding

Common stock outstanding subject to repurchase related

to unvested early exercised stock options and restricted

Warrants to purchase common stock

Weighted average common stock outstanding subject to repurchase related to unvested early exercised stock options and restricted stock awards

Weighted average warrants to purchase common stock

Weighted average common shares outstanding - basic and

1 unchanged sentence

Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares):

Three Months Ended March 31,

Three and Six Months Ended

Convertible preferred stock

2 unchanged sentences

unvested early exercised stock options and restricted

The ESPP did not exist in 2020, and the potentially dilutive shares to be issued under the ESPP as of March 31, 2021 were not included in the calculation of dilutive net loss per share because they would be anti-dilutive and were immaterial.

The ESPP did not exist in 2020, and the potentially dilutive shares to be issued under the ESPP as of June 30, 2021 were not included in the calculation of dilutive net loss per share because they would be anti-dilutive and were immaterial.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements