Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

Note 7. Stockholders’ Equity

Sales Agreement

On October 4, 2021, the Company entered into a sales agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”) to sell shares of common stock from time to time through an “at-the-market” equity offering program (the “ATM”) under which SVB Leerink will act as the Company’s agent. The Company has no obligation to sell any shares of common stock under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. SVB Leerink will be entitled to compensation in an amount of up to 3% of the gross proceeds of any shares of common stock sold under the Sales Agreement. A maximum of $50.0 million of shares of common stock may be sold under the Sales Agreement. The Company did not sell any shares of its common stock under the Sales Agreement during the nine months ended September 30, 2022. As of September 30, 2022, the

Company may sell up to an additional $27.3 million of shares of its common stock under the Sales Agreement. The Company is not able to sell shares under the Sales Agreement during the pendency of the proposed Merger with Equillium.

Equity Incentive Plan

In January 2015, the Company adopted the Metacrine, Inc. 2015 Equity Incentive Plan (as amended, the “2015 Plan”), which provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, and stock appreciation rights to its employees, members of its board of directors, and consultants. In August 2020, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”), which is the successor and continuation of the 2015 Plan. No additional awards may be granted under the 2015 Plan and all outstanding awards under the 2015 Plan remain subject to the terms of the 2015 Plan. As of September 30, 2022, there were 2,676,787 shares authorized and available for issuance under the 2020 Plan.

Recipients of incentive stock options are eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the 2015 and 2020 Plans (or collectively, the “Equity Plans”) is ten years and, in general, the options issued under the Equity Plans vest over a four-year period from the vesting commencement date. The 2015 Plan allows for early exercise of stock options, which may be subject to repurchase by the Company at the lower of (i) the fair market value at the repurchase date or (ii) the original exercise price. The early exercise of stock options is not permitted under the 2020 Plan.

A summary of the Company’s unvested shares and unvested stock liability is as follows (in thousands, except share data):

	Number of Unvested Shares			Unvested Stock Liability
Balance as of December 31, 2021		2,132		$	3
Vested shares		(2,132	)		(3	)
Balance as of September 30, 2022		—		$	-

A summary of the Company’s stock option activity is as follows (in thousands, except share and per share data):

	Number of Outstanding Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Balance as of December 31, 2021		3,425,285		$	6.17		7.82	$	6
Granted		1,378,817		$	0.47
Exercised		—		$	—
Cancelled		(972,529	)	$	5.43
Balance as of September 30, 2022		3,831,573		$	4.31		7.94	$	27
Vested and expected to vest at September 30, 2022		3,831,573		$	4.31		7.94	$	27
Exercisable as of September 30, 2022		1,420,946		$	6.54		6.51	$	1

The weighted average grant date fair value per share of stock option grants for the nine months ended September 30, 2022 and 2021 was $0.33 and $6.45, respectively. The total intrinsic value of stock options exercised during the nine months ended September 30, 2022 and 2021 was none and $1.8 million, respectively.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:

	Nine Months Ended September 30,
	2022			2021
Risk-free interest rate	1.9% – 2.9%			0.6% – 1.1%
Expected volatility	81.8% – 87.5%			86.2% – 89.5%
Expected term (in years)	5.5 – 5.6			5.5 – 6.1
Expected dividend yield		0	%		0	%

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities similar to the expected term of the awards.

Expected volatility. Since the Company recently completed its IPO and does not have sufficient trading history for its common stock, the expected volatility assumption is based on volatilities of a peer group of similar companies in the biotechnology industry whose share prices are publicly available. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have sufficient historical exercise behavior, it determines the expected life assumption using the simplified method, for employees, which is an average of the contractual term of the option and its vesting period. The expected term for nonemployee options is equal to the contractual term.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero.

Restricted Stock Units

A summary of the Company’s restricted stock units activity is as follows (in thousands, except share and per share amounts):

	Number of Outstanding Awards			Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Balance as of December 31, 2021		468,500		$	4.09	$	314
Granted		1,263,317		$	0.47
Released		(453,500	)	$	4.09
Cancelled		(15,000	)	$	4.09
Balance as of September 30, 2022		1,263,317		$	0.47	$	19
Vested and expected to vest as of September 30, 2022		1,263,317		$	0.47	$	19

In June 2021, the Company granted 359,100 restricted stock units to certain executives and employees that vest in full upon the achievement of a specified development milestone related to the Company’s FXR program. The Company assesses the probability the development milestone will be achieved on a quarterly basis and recognizes stock-based compensation cost ratably over the requisite service period. 287,750 restricted stock units vested in April 2022 upon the achievement of the development milestone.

The fair value of restricted stock units that vested during the three and nine months ended September 30, 2022 was none and $0.3 million, respectively.

Employee Stock Purchase Plan

In September 2020, the Company’s Board of Directors and stockholders adopted and approved the ESPP. The ESPP permits eligible employees, who elect to participate in an offering under the ESPP, to contribute up to 15% of their eligible gross compensation towards the purchase of shares of common stock. Eligible employees can purchase up to 20,000 shares of common stock on a given purchase date. The price at which stock is purchased under the ESPP is equal to 85% of the fair market value of the Company’s common stock on the commencement date of each offering period or the relevant purchase date, whichever is lower. Offerings under the ESPP are approximately two years in duration and consist of four purchase periods that are approximately six months in duration. The ESPP is considered a compensatory plan as defined by the authoritative guidance for stock-based compensation. As of September 30, 2022, there were 999,255 shares of common stock available for future issuance under the ESPP.

Stock-Based Compensation Expense

Stock-based compensation expense recognized for all equity awards has been reported in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative	$	1,003	$	1,528	$	3,990	$	3,864
Research and development		79		626		374		1,396
Total stock-based compensation	$	1,082	$	2,154	$	4,364	$	5,260

As of September 30, 2022, unrecognized stock-based compensation expense was $6.9 million, which is expected to be recognized over a remaining weighted average period of approximately 1.7 years.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following:

	September 30,		December 31,
	2022		2021
Common stock options outstanding		3,831,573		3,425,285
Shares available for issuance under equity incentive plans		2,676,787		2,661,970
Restricted stock units outstanding		1,263,317		468,500
Shares available for issuance under the ESPP		999,255		583,605
Common stock warrant		154,240		154,240
Total common stock reserved for future issuance		8,925,172		7,293,600