Stockholders' Equity

3 Months Ended

Mar. 31, 2025

Stockholders' Equity Note [Abstract]

9. Stockholders' Equity

Equity Incentive Plan

The Company’s 2020 Performance Incentive Plan (the "2020 Plan"), which was adopted by the Company’s board of directors in June 2020 and approved by the Company’s stockholders in July 2020, became effective upon the consummation of the Company’s initial public offering in July 2020 ("IPO"). Upon the effectiveness of the 2020 Plan, no further grants may be made under the Company’s 2015 Equity Incentive Plan (the "2015 Plan"). The 2020 Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards to its officers, directors, employees, consultants and advisors.

As of March 31, 2025, a total of 14,380,237 shares of the Company’s common stock were authorized for issuance with respect to awards granted under the 2020 Plan (this number of shares gives effect to the annual increases in the 2020 Plan share limit, as described in the next sentence, through that date). The share limit will automatically increase on the first trading day in January of each year by an amount equal to the lesser of (1) 5% of the total number of outstanding shares of the Company’s common stock on the last trading day in December in the prior year, or (2) such lesser number as determined by the Company’s board of directors. Any shares subject to awards granted under the 2020 Plan or the 2015 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated, or otherwise fail to vest, as well as shares used to pay the purchase or exercise price of such awards or related tax withholding obligations, will become available for new award grants under the 2020 Plan. A total of 4,292,076 shares were available for issuance under the 2020 Plan as of March 31, 2025.

The following table summarizes the option activity under the 2020 Plan and 2015 Plan during the three months ended March 31, 2025:


	Number of shares			Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2024		9,069,194		$	10.55		7.0	$	263
Granted		2,201,259			2.45
Forfeited		(1,091,697	)		5.93
Outstanding at March 31, 2025		10,178,756		$	9.30		5.8	$	27
Exercisable at March 31, 2025		5,356,639		$	13.36		4.2	$	21
Vested and expected to vest at March 31, 2025		10,178,756		$	9.30		5.8	$	27

The weighted average grant date fair value of stock option grants was $2.00 and $4.98 per share for the three months ended March 31, 2025 and 2024, respectively.

The following table summarizes the restricted stock unit activity under the 2020 Plan during the three months ended March 31, 2025:


	Number of shares			Weighted average grant date fair value per share		Weighted average remaining contractual term (in years)
Outstanding at December 31, 2024		1,167,911		$	6.71		1.4
Granted		778,078			2.50
Vested		(312,415	)		6.62
Forfeited		(778,690	)		4.79
Outstanding at March 31, 2025		854,884		$	4.66		1.9

The weighted average grant date fair value of restricted stock units was $2.50 and $6.01 per share for the three months ended March 31, 2025 and 2024, respectively.

Employee Stock Purchase Plan

The Company’s 2020 Employee Stock Purchase Plan (the "ESPP"), which was adopted by the Company’s board of directors in June 2020 and approved by the Company’s stockholders in July 2020, became effective upon the consummation of the IPO. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. The six-month offering periods extend from June to November and December to May. As of March 31, 2025, 2,269,200 shares of the Company’s common stock remained available for issuance under the ESPP (after giving effect to share purchases under the ESPP, and annual increases in the ESPP share limit as described in the next sentence through that date). The number of shares of the Company’s common stock available for issuance under the ESPP automatically increases on the first trading day in January of each year by an amount equal to the lesser of (i) 1% of the total number of outstanding shares of the Company’s common stock issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 shares, or (iii) such lesser number as determined by the Company’s board of directors. As of March 31, 2025, employee contributions to the ESPP were $0.2 million and included as part of accrued and other current liabilities in the condensed balance sheets.

Share-Based Compensation Expense

Share-based compensation expense for the three months ended March 31, 2025 and 2024 was as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Research and development	$	1,113	$	2,200
General and administrative		1,721		2,168
Total share-based compensation	$	2,834	$	4,368

The total unrecognized compensation cost related to unvested stock options was $16.6 million, which is expected to be recognized over a weighted average remaining service period of 2.9 years as of March 31, 2025.

The total unrecognized compensation cost related to unvested restricted stock units was $3.5 million, which is expected to be recognized over a weighted average remaining service period of 3.1 years as of March 31, 2025.

Sale of Common Stock and Pre-funded Warrants

In March 2024, the Company completed an underwritten public offering utilizing the Shelf Registration Statement, pursuant to which it sold an aggregate of (i) 21,010,000 shares of its common stock at a price of $10.00 per share, and (ii) pre-funded warrants to purchase 3,000,031 shares of its common stock at a price of $9.9999 per pre-funded warrant. The pre-funded warrants can be exercised at any time after issuance for an exercise price of $0.0001 per share, subject to certain ownership limitations. As of March 31, 2025, none of the pre-funded warrants have been exercised. The Company raised $240.1 million in gross proceeds before underwriting discounts and commissions of $14.4 million and other offering expenses of $0.6 million.

In accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, the Company determined that the pre-funded warrants should be equity classified because they are freestanding financial instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of shares of common stock upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Nkarta, Inc. 10-Q