What changed in this filing

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Item 1. Financial Statements

2021-11-03 compared with 2021-08-16 · 108 added, 87 removed, 333 unchanged (37% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per share data)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Current assets:

19 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized and no shares issued or outstanding as of June 30, 2021 and December 31, 2020

10,000,000 shares authorized and no shares issued or outstanding as of September 30, 2021 and December 31, 2020

Common stock, $ 0.0001 par value;

150,000,000 shares authorized;

44,693,162 shares issued and outstanding as of June 30, 2021, and 38,268,543 shares issued and outstanding as of December 31, 2020

44,784,071 shares issued and outstanding as of September 30, 2021, and 38,268,543 shares issued and outstanding as of December 31, 2020

Additional paid-in capital 553,975 437,007

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

20 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

6 unchanged sentences

(Amounts in thousands, except share data)

Three Months Ended

Preferred Stock Series B

Preferred Stock Series B-1

Preferred Stock Series C

Preferred Stock Common Stock Additional

Common Stock Additional

Capital Accumulated

Deficit Accumulated Other Comprehensive Loss Total

Deficit Accumulated Other

Comprehensive Loss Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Shares Amount

Balance at December 31, 2020 38,268,543 $ 4 $ 437,007 $ ( 149,554 ) $ — $ 287,457

Stock-based compensation expense — — 4,666 — — 4,666

Issuance of common stock upon exercise of stock options 352,506 — 851 — — 851

Unrealized loss on marketable securities, net of tax — — — — ( 86 ) ( 86 )

Net loss — — — ( 27,373 ) — ( 27,373 )

Balance at March 31, 2021 38,621,049 $ 4 $ 442,524 $ ( 176,927 ) $ ( 86 ) $ 265,515

3 unchanged sentences

Issuance of common stock upon exercise of stock options 322,113 — 809 — — 809

Change in unrealized loss on marketable securities, net of tax — — — — — — — — — — — — 36 36

Change unrealized loss on marketable securities, net of tax — — — — 36 36

Net loss — — — ( 36,401 ) — ( 36,401 )

Balance at June 30, 2021 44,693,162 $ 5 $ 547,145 $ ( 213,328 ) $ ( 50 ) $ 333,772

Balance at March 31, 2020 8,075,799 $ 10,092 14,913,704 $ 50,859 2,666,666 $ 10,630 3,980,584 $ 21,074 1,635,023 $ 1 $ — $ ( 90,763 ) — ( 90,762 )

Issuance of Series C redeemable convertible preferred stock, net of issuance costs of $ 4

— — — — — — 4,563,108 23,496 — — — — — —

Vesting of restricted stock awards — — — — — — — — 13,142 — — — — —

Stock-based compensation expense — — 6,521 — — 6,521

Accretion of redeemable convertible preferred stock to redemption value — 162 — 890 — 198 — 789 — — ( 285 ) ( 1,754 ) — ( 2,039 )

Net loss and comprehensive loss — — — — — — — — — — — ( 11,568 ) — ( 11,568 )

Balance at June 30, 2020 8,075,799 $ 10,254 14,913,704 $ 51,749 2,666,666 $ 10,828 8,543,692 $ 45,359 1,648,165 $ 1 $ — $ ( 104,085 ) $ — $ ( 104,084 )

Issuance of common stock upon exercise of stock options 90,909 — 309 — — 309

Change unrealized loss on marketable securities, net of tax — — — — 25 25

Net loss — — — ( 44,705 ) — ( 44,705 )

Balance at September 30, 2021 44,784,071 $ 5 $ 553,975 $ ( 258,033 ) $ ( 25 ) $ 295,922

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

2 unchanged sentences

(Amounts in thousands, except share data)

Six Months Ended

Preferred Stock Series B

1 unchanged sentence

Preferred Stock Series C

Preferred Stock Series C-1

Preferred Stock Common Stock Additional

Capital Accumulated

Deficit Accumulated Other Comprehensive Loss Total

Deficit Accumulated Other

Comprehensive Loss Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2019 8,075,799 $ 9,932 14,913,704 $ 49,969 2,666,666 $ 10,431 9,805,827 $ 50,789 — $ — 1,621,880 $ 1 $ — $ ( 81,009 ) $ — $ ( 81,008 )

Repurchase of Series C redeemable convertible preferred stock — — — — — — ( 5,825,243 ) ( 30,493 ) — — — — — 493 — 493

Series C redeemable convertible preferred stock issuance costs — — — — — — — ( 37 ) — — — — — — — —

Vesting of restricted common stock awards — — — — — — — — — — 13,143 — — — — —

Stock-based compensation expense — — — — — — — — — — — — 147 — — 147

Issuance of common stock from follow-on public offering, net of offering costs of $ 229

Accretion of redeemable convertible preferred stock to redemption value — 160 — 890 — 199 — 815 — — — — ( 147 ) ( 1,917 ) — ( 2,064 )

Net loss — — — — — — — — — — — — — ( 8,330 ) — ( 8,330 )

Balance at March 31, 2020 8,075,799 $ 10,092 14,913,704 $ 50,859 2,666,666 $ 10,630 3,980,584 $ 21,074 — $ — 1,635,023 $ 1 $ — $ ( 90,763 ) $ — $ ( 90,762 )

Issuance of Series C redeemable convertible preferred stock, net of issuance costs of $ 4

— — — — — — 4,563,108 23,496 — — — — — — — —

Issuance of common stock upon exercise of stock options — — — — — — — — 674,619 — 1,660 — — 1,660

Unrealized loss on marketable securities, net of tax — — — — — — — — — — — — ( 50 ) ( 50 )

Vesting of restricted common stock awards — — — — — — — — — — 13,142 — — — — —

Stock-based compensation expense — — — — — — — — — — — — 285 — — 285

Accretion of redeemable convertible preferred stock to redemption value — 162 — 890 — 198 — 789 — — — — ( 285 ) ( 1,754 ) — ( 2,039 )

Net loss — — — — — — — — — — — — — ( 11,568 ) — ( 11,568 )

Balance at June 30, 2020 8,075,799 $ 10,254 14,913,704 $ 51,749 2,666,666 $ 10,828 8,543,692 $ 45,359 — $ — 1,648,165 $ 1 $ — $ ( 104,085 ) $ — $ ( 104,084 )

Balance at December 31, 2019 8,075,799 9,932 14,913,704 49,969 2,666,666 10,431 9,805,827 50,789 1,621,880 1 — ( 81,009 ) — ( 81,008 )

Repurchase of Series C redeemable convertible preferred stock — — — — — — ( 5,825,243 ) ( 30,493 ) — — — 493 — 493

Issuance of Series C-1 redeemable convertible preferred stock, net of issuance costs of $ 154

— — — — — — — — 19,444,453 110,096 — — — — — —

Vesting of restricted stock awards — — — — — — — — 26,285 — — — —

Vesting of restricted common stock awards — — — — — — — — — — 13,142 — — — — —

Stock-based compensation expense — — — — — — — — — — — — 953 — — 953

Issuance of common stock upon exercise of stock options — — — — — — — — — — 11,628 — 27 — — 27

Accretion of redeemable convertible preferred stock to redemption value — 162 — 899 — 201 — 885 — 1,796 — — ( 980 ) ( 2,963 ) — ( 3,943 )

Net loss and comprehensive loss — — — — — — — — — — — ( 19,898 ) — ( 19,898 )

Balance at June 30, 2020 8,075,799 $ 10,254 14,913,704 $ 51,749 2,666,666 $ 10,828 8,543,692 $ 45,359 1,648,165 $ 1 $ — $ ( 104,085 ) $ — $ ( 104,084 )

Net Loss — — — — — — — — — — — — — ( 16,216 ) — ( 16,216 )

Balance at September 30, 2020 8,075,799 $ 10,416 14,913,704 $ 52,648 2,666,666 $ 11,029 8,543,692 $ 46,244 19,444,453 $ 111,892 1,672,935 $ 1 $ — $ ( 123,264 ) $ — $ ( 123,263 )

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

2 unchanged sentences

(Amounts in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

15 unchanged sentences

Purchases of marketable securities ( 164,170 ) —

Maturities of marketable securities 14,000 —

Net cash used in investing activities ( 150,689 ) —

5 unchanged sentences

Repurchase of Series C redeemable convertible preferred stock — ( 30,000 )

Net cash provided by (used in) financing activities 99,661 ( 6,554 )

Net cash provided by financing activities 99,873 102,352

Decrease in cash, cash equivalents and restricted cash ( 130,513 ) 69,957

7 unchanged sentences

Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 4,086 $ —

Deferred offering costs included in accounts payable and accrued expenses $ 163 $ 372

Purchases of property and equipment included in accounts payable $ 83 $ —

Deferred offering costs included in accrued expenses $ 68 $ 925

Purchases of property and equipment included in accrued expenses $ 116 $ —

Accretion of redeemable convertible preferred stock to redemption value $ — $ 8,046

8 unchanged sentences

The Company’s most advanced programs, PRAX-114 and PRAX-944, are currently in Phase 2/3 and Phase 2 development, respectively.

PRAX-114 is an extrasynaptic GABA A receptor preferring positive allosteric modulator currently being developed for the treatment of major depressive disorder and perimenopausal depression.

The Company plans to initiate Phase 2 trials of PRAX-114 in post-traumatic stress disorder and essential tremor ("ET") in the second half of 2021 and intends to disclose plans for a Phase 2b trial in women with menopausal and mood symptoms in the second half of 2021.

PRAX-114 is an extrasynaptic GABA A receptor preferring positive allosteric modulator currently being developed for the treatment of major depressive disorder and for the treatment of women with menopausal and mood symptoms.

The Company plans to initiate Phase 2 trials of PRAX-114 in post-traumatic stress disorder and essential tremor ("ET") in the fourth quarter of 2021 and intends to disclose plans for a Phase 2b trial in women with menopausal and mood symptoms in the fourth quarter of 2021.

PRAX-944 is a selective small molecule inhibitor of T-type calcium channels currently being developed for the treatment of ET.

The Company plans to initiate a Phase 2 trial of PRAX-944 in Parkinson's disease in the first half of 2022.

In addition, the Company completed a Phase 1 healthy volunteer trial of its third clinical program, PRAX-562, a persistent sodium current blocker, for the potential treatment of a broad range of rare CNS disorders, such as severe pediatric epilepsies and rare adult cephalgias.

The Company plans to initiate a Phase 2 trial in rare adult cephalgias in the fourth quarter of 2021.

In addition to the clinical programs, the Company has multiple disclosed preclinical and discovery product candidates in development for severe genetic epilepsies and multiple undisclosed preclinical and discovery product candidates for a range of CNS disorders.

Praxis was incorporated in 2015 and commenced operations in 2016.

The Company has funded its operations primarily with proceeds from the issuance of convertible debt and redeemable convertible preferred stock, and from the sale of common stock through an initial public offering and a follow-on public offering.

From inception through June 30, 2021, the Company raised $ 509.4 million in aggregate cash proceeds from these transactions, net of issuance costs.

From inception through September 30, 2021, the Company raised $ 509.4 million in aggregate cash proceeds from these transactions, net of issuance costs.

In May 2021, the Company completed a follow-on public offering in which the Company issued and sold 5,750,000 shares of its common stock at a public offering price of $ 18.25 per share, including 750,000 shares of common stock issued and sold pursuant to the underwriters' exercise, in full, of their option to purchase additional shares of common stock, for aggregate gross proceeds of $ 104.9 million.

5 unchanged sentences

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

The Company has incurred recurring losses since its inception, including net losses of $ 63.8 million for the six months ended June 30, 2021.

In addition, as of June 30, 2021, the Company had an accumulated deficit of $ 213.3 million.

The Company has incurred recurring losses since its inception, including net losses of $ 108.5 million for the nine months ended September 30, 2021.

In addition, as of September 30, 2021, the Company had an accumulated deficit of $ 258.0 million.

The Company expects to continue to generate operating losses for the foreseeable future.

The Company expects that its cash, cash equivalents and marketable securities as of June 30, 2021 of $ 339.2 million will be sufficient to fund the operating expenses and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these condensed consolidated financial statements.

The Company expects that its cash, cash equivalents and marketable securities as of September 30, 2021 of $ 314.4 million will be sufficient to fund the operating expenses and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these condensed consolidated financial statements.

The future viability of the Company is dependent on its ability to raise additional capital to finance its operations.

5 unchanged sentences

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and ASUs of the FASB.

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and six months ended June 30, 2021 are consistent with those discussed in Note 2 to the consolidated financial statements included in the Company's 2020 Annual Report on Form 10-K, other than as noted below.

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and nine months ended September 30, 2021 are consistent with those discussed in Note 2 to the consolidated financial statements included in the Company's 2020 Annual Report on Form 10-K, other than as noted below.

Unaudited Interim Condensed Consolidated Financial Information

The accompanying condensed consolidated balance sheet as of June 30, 2021, the condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020, the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2021 and 2020 are unaudited.

The unaudited interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021, the results of its operations for the three and six months ended June 30, 2021 and 2020 and its cash flows for the six months ended June 30, 2021 and 2020.

Financial statement disclosures for the three and six months ended June 30, 2021 and 2020 are condensed and do not include all disclosures required for an annual set of financial statements in accordance with GAAP.

The results for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the year ended December 31, 2021, any other interim periods, or any future year or period.

The accompanying condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 and the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020 are unaudited.

The unaudited interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2021, the results of its operations for the three and nine months ended September 30, 2021 and 2020 and its cash flows for the nine months ended September 30, 2021 and 2020.

Financial statement disclosures for the three and nine months ended September 30, 2021 and 2020 are condensed and do not include all disclosures required for an annual set of financial statements in accordance with GAAP.

The results for the three and nine months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ended December 31, 2021, any other interim periods, or any future year or period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods.

Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses, stock-based compensation expense, and the valuation of equity awards.

Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual for research and development expense, stock-based compensation expense, and the valuation of equity awards prior to the Company's initial public offering.

Estimates are periodically reviewed in light of changes in circumstances, facts and experience.

6 unchanged sentences

The Company does not believe that it is exposed to more than a nominal amount of credit risk in its marketable securities.

The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity, and periodically reviews and modifies these guidelines to maximize trends in yields and interest rates without

compromising safety and liquidity.

The Company classifies its investments in debt instruments as available-for-sale.

5 unchanged sentences

Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation.

Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investment to allow for an anticipated recovery in fair value.

Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the Company, and the Company's intent and ability to hold the investment to allow for an anticipated recovery in fair value.

A credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings.

Any impairment that is not credit- related is recognized in other comprehensive (loss) income, net of applicable taxes.

Any impairment that is not credit-related is recognized in other comprehensive (loss) income, net of applicable taxes unless deemed other than temporary.

Recent Accounting Pronouncements

17 unchanged sentences

ASU 2016-13 is effective for the Company on January 1, 2023, with early adoption permitted.

The Company is currently evaluating the timing of its adoption of this standard, as well as the potential impact that this standard may have on its financial position and results of operations, but does not expect the impact to be significant.

Given the Company will lose its emerging growth company status on December 31, 2021, it expects to reflect the adoption of this standard in its annual report on Form 10-K for the year ended December 31, 2021.

The Company is evaluating the potential impact that this standard may have on its financial position and results of operations, but does not expect the impact to be significant.

Marketable Securities

The following is a summary of the Company's investment portfolio at June 30, 2021 (in thousands).

The following is a summary of the Company's investment portfolio at September 30, 2021 (in thousands).

The Company did not have any marketable securities as of December 31, 2020.

4 unchanged sentences

Commercial paper 41,976 — — 41,976

Total securities with a maturity of one year or less $ 114,463 $ 7 $ ( 6 ) $ 114,464

Corporate debt securities 36,692 — ( 55 ) 36,637

Debt securities issued by U.S.

government agencies 12,156 6 — 12,162

Other debt securities $ 6,428 $ — $ ( 1 ) 6,427

Total securities with a maturity of one year or less $ 112,202 $ 7 $ ( 11 ) $ 112,198

Corporate debt securities 36,514 — ( 21 ) 36,493

Total securities with a maturity of one to two years $ 36,514 $ — $ ( 21 ) $ 36,493

Total available-for-sale securities $ 148,716 $ 7 $ ( 32 ) $ 148,691

As of June 30, 2021, the Company had 12 securities with a total fair market value of $ 73.8 million in an unrealized loss position.

As of September 30, 2021, the Company had 14 securities with a total fair market value of $ 87.5 million in an unrealized loss position.

The Company believes that any unrealized losses associated with the decline in value of its securities is temporary and primarily related to the change in market interest rates since purchase, and believes that it is more likely than not that it will be able to hold its debt securities to maturity.

1 unchanged sentence

Securities are evaluated for impairment at the end of each reporting period.

The Company did not record any impairment related to its available-for-sale securities during the three and six months ended June 30, 2021.

The Company did not record any impairment related to its available-for-sale securities during the three and nine months ended September 30, 2021.

Fair Value Measurements

6 unchanged sentences

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands):

As of June 30, 2021

As of September 30, 2021

Level 1 Level 2 Level 3 Total

6 unchanged sentences

government agencies 12,162 — — 12,162

Other debt securities — 6,427 — 6,427

$ 163,614 $ 136,529 $ — $ 300,143

6 unchanged sentences

Accrued expenses consisted of the following (in thousands):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Accrued external research and development expenses $ 10,348 $ 4,206

Accrued personnel-related expenses 3,909 5,516

Accrued professional services 1,324 133

Accrued other 948 1,014

1 unchanged sentence

Commitments and Contingencies

In May 2021, the Company entered into a sublease agreement for office space located in Boston, Massachusetts to be used as the Company's corporate headquarters.

In May 2021, the Company entered into a sublease agreement for office space located in Boston, Massachusetts, which became the Company's corporate headquarters beginning on October 1, 2021.

The sublease expires on January 31, 2026, with no option to renew or terminate early.

The base rent increases by approximately 2 % annually.

The Company issued a letter of credit to the landlord for $ 0.4 million related to the security deposit, secured by restricted cash, which is reflected within other non-current assets on the accompanying condensed consolidated balance sheet as of June 30, 2021.

This lease qualifies as an operating lease.

At inception, the Company recorded an operating lease right-of-use asset and operating lease liability of $ 4.1 million.

As of June 30, 2021, the Company had an operating lease right-of-use asset of $ 4.0 million, current operating lease liability of approximately $ 0.2 million, and non-current operating lease liability of approximately $ 4.0 million included in the condensed consolidated balance sheet.

Future lease payments under the non-cancellable sublease agreement as of June 30, 2021 were as follows (in thousands):

As of September 30, 2021, the Company had an operating lease right-of-use asset of $ 3.8 million, current operating lease liability of approximately $ 0.5 million, and non-current operating lease liability of approximately $ 3.7 million included in the condensed consolidated balance sheet.

Future lease payments under the non-cancellable sublease agreement as of September 30, 2021 were as follows (in thousands):

Year Ended December 31, Future Lease Payments

2 unchanged sentences

Present value of operating lease liabilities $ 4,215

As of June 30, 2021, the remaining lease term and discount rate of the sublease agreement was 4.6 years and 9.0 %, respectively.

As of September 30, 2021, the remaining lease term and discount rate of the sublease agreement was 4.3 years and 9.0 %, respectively.

In October 2018, the Company entered into a sublease agreement for office space located in Cambridge, Massachusetts that expires on December 31, 2021, with no option to renew or terminate early.

The base rent increases by approximately 1 % annually.

The Company issued a letter of credit to the landlord for $ 0.6 million related to the security deposit, secured by restricted cash, which is reflected within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, as the lease term expires less than twelve months from the condensed consolidated balance sheet dates.

The Company issued a letter of credit to the landlord for $ 0.6 million related to the security deposit, secured by restricted cash, which is reflected within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, as the lease term expires less than twelve months from the condensed consolidated balance sheet dates.

This lease qualifies as an operating lease.

Common Stock and Preferred Stock

As of June 30, 2021 and December 31, 2020, the authorized capital stock of the Company included 150,000,000 shares of common stock, $ 0.0001 par value.

As of June 30, 2021 and December 31, 2020, the Company did no t hold any treasury shares.

As of September 30, 2021 and December 31, 2020, the authorized capital stock of the Company included 150,000,000 shares of common stock, $ 0.0001 par value.

As of September 30, 2021 and December 31, 2020, the Company did no t hold any treasury shares.

Shares Reserved for Future Issuance

The Company has reserved the following shares of common stock for future issuance:

September 30,

2021 December 31,

5 unchanged sentences

Preferred Stock

As of June 30, 2021 and December 31, 2020, the authorized capital stock of the Company included 10,000,000 shares of undesignated preferred stock, $ 0.0001 par value.

As of September 30, 2021 and December 31, 2020, the authorized capital stock of the Company included 10,000,000 shares of undesignated preferred stock, $ 0.0001 par value.

Stock-Based Compensation

2020 Stock Option and Incentive Plan

The total number of shares of common stock authorized for issuance under the 2020 Stock Option Incentive Plan (the "2020 Plan”) as of June 30, 2021 and December 31, 2020 was 5,184,455 shares and 3,271,028 shares, respectively.

The total number of shares of common stock authorized for issuance under the 2020 Stock Option and Incentive Plan (the "2020 Plan”) as of September 30, 2021 and December 31, 2020 was 5,184,455 shares and 3,271,028 shares, respectively.

2017 Stock Incentive Plan

The total number of shares of common stock authorized for issuance under the 2017 Stock Incentive Plan (the "2017 Plan”) as of June 30, 2021 and December 31, 2020 was 5,937,763 shares.

The total number of shares of common stock authorized for issuance under the 2017 Stock Incentive Plan (the "2017 Plan”) as of September 30, 2021 and December 31, 2020 was 5,937,763 shares.

Any authorization to issue new options under the 2017 Plan was cancelled upon the effectiveness of the 2020 Plan and no further awards will be granted under the 2017 Plan.

2020 Employee Stock Purchase Plan

The total number of shares of common stock authorized for issuance under the 2020 Employee Stock Purchase Plan (the "2020 ESPP”) as of June 30, 2021 and December 31, 2020 was 654,204 shares and 327,102 shares, respectively.

The total number of shares of common stock authorized for issuance under the 2020 Employee Stock Purchase Plan (the "2020 ESPP”) as of September 30, 2021 and December 31, 2020 was 654,204 shares and 327,102 shares, respectively.

Restricted Stock Units

4 unchanged sentences

Forfeited ( 19,917 ) 46.35

Unvested as of June 30, 2021 340,563 $ 50.45

Unvested as of September 30, 2021 383,196 $ 46.58

Stock Options

10 unchanged sentences

Cancelled or Forfeited ( 409,101 ) 14.94

Outstanding as of June 30, 2021 6,608,072 $ 16.30 8.98 $ 56,586

Exercisable as of June 30, 2021 971,361 $ 3.97 7.86 $ 13,958

Vested and expected to vest as of June 30, 2021 6,458,407 $ 18.15 9.05 $ 54,961

The aggregate intrinsic value of stock options outstanding, exercisable, and vested and expected to vest 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 June 30, 2021.

Outstanding as of September 30, 2021 6,414,070 $ 16.75 8.80 $ 54,154

Exercisable as of September 30, 2021 1,702,574 $ 6.17 8.23 $ 21,152

Vested and expected to vest as of September 30, 2021 6,414,070 $ 16.75 8.80 $ 54,154

The aggregate intrinsic value of stock options exercised 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 on the date of exercise for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock on the exercise date.

Stock Option Valuation

The weighted-average assumptions that the Company used in the Black-Scholes option pricing model to determine the grant-date fair value of stock options granted to employees and non-employees on the date of grant were as follows for the three and six months ended June 30, 2021:

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended

September 30,

Risk-free interest rate 1.01 % 0.77 %

2 unchanged sentences

Expected dividend yield — % — %

The weighted-average grant-date fair value of the Company’s stock options granted during the three and six months ended June 30, 2021 was $ 16.52 per share and $ 31.99 per share, respectively.

The weighted-average grant-date fair value of the Company’s stock options granted during the three and nine months ended September 30, 2021 was $ 13.45 per share and $ 30.91 per share, respectively.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

2 unchanged sentences

Total stock-based compensation expense $ 6,521 $ 953 $ 16,587 $ 1,385

As of June 30, 2021, total unrecognized compensation expense related to unvested stock-based awards was $ 80.2 million, which is expected to be recognized over a weighted-average period of 3.06 years.

As of September 30, 2021, total unrecognized compensation expense related to unvested stock-based awards was $ 75.2 million, which is expected to be recognized over a weighted-average period of 2.85 years.

Net Loss per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

5 unchanged sentences

Series C redeemable convertible preferred stock — 3,992,463 — 3,992,463

Series C-1 redeemable convertible preferred stock — 9,086,388 — 9,086,388

6,797,266 30,891,684 6,797,266 30,891,684

The shares of common stock issuable upon conversion of the redeemable convertible preferred stock for the three and six months ended June 30, 2020 assumed automatic conversion in the event of a qualified public offering.

The shares of common stock issuable upon conversion of the redeemable convertible preferred stock for the three and nine months ended September 30, 2020 assumed automatic conversion in the event of a qualified public offering.

Related Party Transactions

6 unchanged sentences

Expenses incurred during all periods presented were not material.

As of June 30, 2021, the Company had accrued expenses of $ 0.3 million due to RogCon under the License Agreement.

As of September 30, 2021, the Company had accrued expenses of $ 0.3 million due to RogCon under the License Agreement.

Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the condensed consolidated financial statements to provide additional evidence for certain estimates or

to identify matters that require additional disclosure.

The Company has concluded that no subsequent events have occurred that require disclosure.

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