v3.25.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders' Equity

Note 10. Stockholders’ Equity

Public Offerings

At-the-Market Offerings

In March 2022, the Company entered into a sales agreement (the “March 2022 Sales Agreement”) with Leerink Partners LLC (“Leerink”) and filed a prospectus supplement. The March 2022 Sales Agreement supersedes the sales agreement, dated December 5, 2019, by and between the Company and Leerink. The Company exhausted sales of shares of the Company’s common stock under its prior at-the-market offering program.

In December 2022, in connection with the 2022 Shelf Registration Statement (as defined below), the Company filed a new sales agreement prospectus to replace the prior prospectus supplement filed in August 2022 associated with the expired automatic shelf registration statement (the “2019 Shelf Registration Statement”), which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 5, 2019. The new sales agreement prospectus covered the issuance and sale by the Company of up to the same $250 million of the Company’s common stock that may be issued and sold from time to time through Leerink, as the Company’s sales agent, under the March 2022 Sales Agreement.

Under the March 2022 Sales Agreement, for the three months ended June 30, 2025, the Company received approximately $17.6 million in gross proceeds through the sale of 166,486 shares, of which net proceeds were approximately $17.2 million. For the six months ended June 30, 2025, the Company received approximately $37.3 million in gross proceeds through the sale of 322,970 shares, of which net proceeds were approximately $36.5 million under the March 2022 Sales Agreement.

June 2023 Public Offering

In June 2023, the Company completed an underwritten public offering of its common stock (the “June 2023 Public Offering”). The Company sold 3.0 million shares of its common stock at a public offering price of $75.00 per share. The net proceeds were $211.3 million, net of underwriting discounts and commissions of $13.5 million and other offering costs of $0.2 million. Additionally, in connection with this public offering, in July 2023, the underwriters fully exercised their option to purchase 450,000 additional shares of the Company’s common stock at a public offering price of $75.00 per share. The net proceeds from the exercise of the option were $31.7 million, net of underwriting discounts and commissions of $2.0 million and other minimal offering costs.

Blackstone Securities Purchase Agreement

In May 2025, the Company entered into a securities purchase agreement (the “SPA”) with Blackstone or its affiliates for the private placement (the “Private Placement”) of an aggregate of 140,000 shares of the Company’s common stock, at a purchase price of $107.14 per share. Gross proceeds from the Private Placement were approximately $15,000,000. The closing of the Private Placement occurred contemporaneously with the closing of the Blackstone Loan Agreement.

Shelf Registration Statement

On December 2, 2022, the Company filed an automatic shelf registration statement (the “2022 Shelf Registration Statement”) with the SEC for the issuance of common stock, preferred stock, warrants, rights, debt securities and units. It became effective upon filing with the SEC and is currently the Company’s only active shelf registration.

Under SEC rules, the 2022 Shelf Registration Statement allows for the potential future offer and sale by the Company, from time to time, in one or more public offerings of an indeterminate amount of the Company’s common stock, preferred stock, debt securities, and units at indeterminate prices. At the time any of the securities covered by the 2022 Shelf Registration Statement are offered for sale, a prospectus supplement will be prepared and filed with the SEC containing specific information about the terms of any such offering.

Equity Incentive Plan

In November 2015, the 2015 Omnibus Incentive Compensation Plan (the “2015 Plan”) was adopted by the Company’s stockholders. In April 2025, the Company’s Long-Term Incentive Plan (“2025 Plan”) was adopted by the Board and approved by the stockholders in June 2025. All future equity awards will be made from the 2025 Plan and the Company does not intend to grant any future equity awards from the 2015 Plan. As of June 30, 2025, there were 2,456,958 shares available for future grant under the 2025 Plan.

Stock Options

The following table sets forth stock option activity as of June 30, 2025:

 

 

Number
of shares

 

 

Weighted
average
exercise price

 

 

Weighted
average
contractual
term (years)

 

 

Aggregate
intrinsic
value

 

Outstanding at December 31, 2024

 

 

8,439,121

 

 

$

46.72

 

 

 

 

 

 

 

Granted

 

 

339,411

 

 

 

124.90

 

 

 

 

 

 

 

Exercised

 

 

(548,526

)

 

 

45.53

 

 

 

 

 

 

 

Forfeited/Canceled

 

 

(139,733

)

 

 

72.73

 

 

 

 

 

 

 

Outstanding at June 30, 2025

 

 

8,090,273

 

 

$

49.64

 

 

 

6.1

 

 

$

450,574

 

Vested and expected to vest at June 30, 2025

 

 

8,090,273

 

 

$

49.64

 

 

 

6.1

 

 

$

450,574

 

Exercisable at June 30, 2025

 

 

5,602,738

 

 

$

38.27

 

 

 

5.2

 

 

$

371,058

 

 

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The expected term of the Company’s stock options has been determined utilizing the “simplified method” as described in the SEC’s Staff Accounting Bulletin No. 107 relating to stock-based compensation. The simplified method was chosen because the Company has limited historical option exercise experience due to its short operating history. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for a period approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. In prior years, expected volatility was based on historical volatilities of similar entities within the Company’s industry which were commensurate with the Company’s expected term assumption. Currently, expected volatility is based on historical volatility information of the Company’s common stock since the Company’s initial public offering in 2015.

The weighted average grant date fair value of options granted was $89.21 per option for the six months ended June 30, 2025. As of June 30, 2025, there was $133.8 million of total unrecognized compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 2.2 years.

Restricted Stock Units

The fair value of the RSUs is recognized as an expense ratably over the vesting period of four years. As of June 30, 2025, total compensation cost not yet recognized related to nonvested RSUs was $80.3 million, which is expected to be recognized over a weighted-average period of 2.8 years. The intrinsic value of RSUs lapsed during the six months ended June 30, 2025 was $14.7 million.

The following table sets forth the RSU activity for the six months ended June 30, 2025:

 

 

Number
of shares

 

 

Weighted
average
grant date
fair value

 

Nonvested at December 31, 2024

 

 

906,944

 

 

$

59.48

 

Granted

 

 

433,692

 

 

 

121.85

 

Vested

 

 

(268,394

)

 

 

50.30

 

Forfeited

 

 

(29,657

)

 

 

87.94

 

Nonvested at June 30, 2025

 

 

1,042,585

 

 

$

86.98

 

Performance Stock Units

In February 2025, the Company granted PSUs to the executive officers. Vesting of the PSUs is subject to achievement of specified performance goals, which include achieving revenue, clinical, and regulatory targets. The actual number of common shares that would ultimately be issued is calculated by multiplying the number of PSUs granted by a payout multiplier ranging from 0 to 2. Achievement of the performance goals will ultimately be determined by the Compensation Committee or the Board at the end of the vesting term, which is approximately 3 years from the grant date. As of June 30, 2025, total compensation cost not yet recognized related to nonvested PSUs was $5.4 million, which is expected to be recognized over a weighted-average period of 2.7 years.

The following table sets forth the PSU activity for the six months ended June 30, 2025:

 

 

Number
of shares

 

 

Weighted
average
grant date
fair value

 

Nonvested at December 31, 2024

 

 

 

 

$

 

Granted

 

 

64,281

 

 

 

94.39

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Nonvested at June 30, 2025

 

 

64,281

 

 

$

94.39

 

 

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of the Company’s common stock. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on (1) the first day of the offering period or (2) the last day of the offering period. The ESPP has consecutive offering periods that begin on or about June 1st of each year with a duration of 12 months. The Company commenced the second offering period pursuant to the ESPP on June 1, 2024, and such offering ended on May 31, 2025.

During the six months ended June 30, 2025, 59,607 common shares have been purchased and issued pursuant to the ESPP, and $0.5 million and $0.8 million of expense was recorded for the three and six months ended June 30, 2025.

Stock-based Compensation Expense

Stock-based compensation expense recognized was as follows:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development

 

$

6,941

 

 

$

5,072

 

 

$

13,400

 

 

$

9,640

 

Selling, general and administrative

 

 

17,670

 

 

 

16,310

 

 

 

34,519

 

 

 

31,932

 

Total

 

$

24,611

 

 

$

21,382

 

 

$

47,919

 

 

$

41,572

 

Stock-based compensation expense capitalized into inventory totaled $0.3 million and $0.7 million for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.7 million for the three and six months ended June 30, 2024, respectively. Capitalized stock-based compensation is recognized as an expense in cost of product sales when the related product is sold or in selling, general and administrative expense when the related product is dispensed as a physician sample.