Stock Plans and Stock-Based Compensation | Stock Plans and Stock-Based Compensation As of March 31, 2023, the Company had two stockholder-approved, stock-based compensation plans: (i) the Fourth Amended and Restated 2010 Stock Incentive Plan (“2010 Plan”) and (ii) the Amended and Restated 2010 Employee Stock Purchase Plan, (“ESPP”). New employees are typically issued options as an inducement equity award under Nasdaq Listing Rule 5635(c)(4) outside of the 2010 Plan (“Inducement Awards”). The Fourth Amended and Restated 2010 Stock Incentive Plan The 2010 Plan permits the granting of incentive and non-qualified stock options and stock awards to employees, officers, directors, and consultants of the Company and its subsidiaries at prices determined by the Company’s board of directors. The Company can issue up to 23,190,000 shares of its common stock pursuant to awards granted under the 2010 Plan. Options vest and become exercisable based on a schedule determined by the board of directors and expire up to ten years from the date of grant. The 2010 Plan uses a “fungible share” concept under which each share of stock subject to awards granted as options and stock appreciation rights (“SARs”), will cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the price charged for the award is less than 100% of the fair market value of the Company’s common stock will cause 1.3 shares per share under the award to be removed from the available share pool. As of March 31, 2023, 7,455,780 shares remained available for grant under the 2010 Plan. Stock Options During the three months ended March 31, 2023, the Company’s board of directors granted options to purchase 4,403,600 shares of the Company’s common stock to the officers and employees of the Company under the 2010 Plan. These options vest and become exercisable as to 25% of the shares underlying the award after the first year and as to an additional 6.25% of the shares underlying the award in each subsequent quarter, based upon continued employment over a four year period, and are exercisable at a price equal to the closing market price of the Company’s common stock on the grant date. During the three months ended March 31, 2023, the Company’s board of directors granted options to its non-employee directors to purchase 425,000 shares of common stock under the 2010 Plan, which will vest and become exercisable in one year from the date of grant. These options were granted at an exercise price that equaled the closing market price of the Company’s common stock on the grant date. Inducement Awards For certain new employees, the Company issues Inducement Awards. These options vest as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 6.25% of the shares underlying the option on each successive quarter thereafter. During the three months ended March 31, 2023, the Company’s board of directors granted Inducement Awards to purchase 135,450 shares of common stock. These options are granted at an exercise price that equals the closing market price of the Company’s common stock on the grant date. A summary of stock option activity under the 2010 Plan and Inducement Awards are summarized as follows: Number of Weighted Weighted Aggregate Intrinsic Value Outstanding, December 31, 2022 13,673,256 $ 3.24 6.51 Granted 4,964,050 0.70 Exercised (10,312) 0.67 Canceled/Forfeited (1,125,903) 3.91 Outstanding, March 31, 2023 17,501,091 $ 2.48 7.68 $ — Exercisable at March 31, 2023 8,404,265 $ 3.19 5.96 $ — Vested and unvested expected to vest at March 31, 2023 17,501,091 $ 2.48 7.68 $ — The weighted average grant date fair values of the stock options granted during the three months ended March 31, 2023 and 2022 were $0.59 and $2.62, respectively, and were calculated using the following estimated assumptions under the Black-Scholes option pricing model: Three Months Ended 2023 2022 Expected term (years) 5.5 5.5 Risk free interest rate 3.6% 1.4-1.7% Expected volatility 115% - 116% 110% - 111% Expected dividends None None As of March 31, 2023, there was approximately $12.4 million of unrecognized compensation cost related to unvested employee stock option awards outstanding, which is expected to be recognized as expense over a weighted average period of 3.00 years. The intrinsic value of employee stock options exercised during the three months ended March 31, 2023 was immaterial. There were no employee stock options exercised during the three months ended March 31, 2022. Amended and Restated 2010 Employee Stock Purchase Plan The Company has reserved 2,000,000 shares of common stock for issuance under the ESPP. Eligible employees may purchase shares of the Company’s common stock at 85% of the lower closing market price of the common stock at the beginning of the enrollment period or ending date of the purchase period within a two-year enrollment period, as defined. The Company has four six-month purchase periods per each two-year enrollment period. If, within any one of the four purchase periods in an enrollment period, the purchase period ending stock price is lower than the stock price at the beginning of the enrollment period, the two-year enrollment resets at the new lower stock price. During the three months ended March 31, 2023 and 2022, no shares were issued under the ESPP. As of March 31, 2023, there were 1,175,008 shares available for future purchase under the ESPP. Stock-Based Compensation Expense For the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense to the following line items in its costs and expenses section of the Condensed Consolidated Statements of Operations and Comprehensive Loss: Three Months Ended (in thousands) 2023 2022 Research and development expenses $ 629 $ 725 General and administrative expenses 766 993 Total stock-based compensation expense $ 1,395 $ 1,718 |