Stock-Based Compensation | 10 . In the accompanying condensed consolidated statements of operations, the Company recognized stock-based compensation expense for its employees and non-employees as follows: Three Months Ended March 31, 2022 2021 (in thousands) Research and development $ 1,594 $ 1,663 General and administrative 1,738 1,268 Total stock-based compensation $ 3,332 $ 2,931 Determination of Fair Value The fair values of the Company’s stock-based awards granted during the three months ended March 31, 2022 and 2021 were estimated as of the grant date using the Black-Scholes option pricing model, based on assumptions as follows: Three Months Ended March 31, 2022 2021 Expected term (in years) 6.0 – 6.1 5.5 – 7.0 Expected volatility 81 – 84 % 84 – 85 % Risk-free interest rate 1.5 – 2.1 % 0.5 – 1.1 % Expected dividend rate — % — % Equity Incentive Plans 2018 Equity Inducement Plan In September 2018, the Company’s Compensation Committee approved the 2018 Equity Inducement Plan (2018 Plan). The number of shares available for awards under the 2018 Plan was set to 37,500. In June 2020 and February 2021, amendments to the 2018 Plan were approved by the Company’s Board of Directors and Compensation Committee, respectively, each to increase the authorized number of shares available for issuance by 500,000 shares for an aggregate increase of 1,000,000 shares. On February 8, 2022, the Company’s Compensation Committee approved an amendment to the 2018 Plan to increase the authorized number of shares available for issuance by 500,000 shares. 2015 Plan The 2015 Equity Incentive Plan (2015 Plan) became effective on July 14, 2015. On January 21, 2020, the Company’s stockholders approved the following amendments to the 2015 Plan: (i) increase to the authorized number of shares available for issuance by 4,312,500 shares and proportionately increase the share limit related to incentive stock options, (ii) provide limits on the total value of compensation that may be granted to any non-employee director in each calendar year, and (iii) eliminate the annual individual grant limit to reflect changes to the tax law in 2017 tax legislation. As of March 31, 2022, 5,747,273 shares were reserved for issuance under the 2015 Plan. The number of shares reserved for issuance under the 2015 Plan will increase automatically on January 1 of each calendar year 2016 through 2025 by the number of shares equal to 4% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31. The Company’s Board of Directors or Compensation Committee may reduce the amount of the increase in any particular year. The exercise price of each stock-based award issued under the 2015 Plan is required to be no less than the fair value of the Company’s common stock. The vesting and exercise provisions of options or restricted awards granted are determined individually with each grant. Stock options have a 10-year life and expire if not exercised within that period or if not exercised within three months of cessation of employment with the Company or such longer period of time as specified in the option agreement, unless modified. 2008 Plan The Company granted options under the 2008 Stock Plan (2008 Plan) until July 2015 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2008 Plan. The 2008 Plan provided for the granting of Incentive Stock Options (ISO), nonqualified stock options and stock purchase rights. In connection with the Board of Director’s approval of the 2015 Plan, all remaining shares available for future award under the 2008 Plan were transferred to the 2015 Plan, and the 2008 Plan was terminated. A summary of activity under the 2008 Plan, 2015 Plan and 2018 Plan and related information is as follows: Options Outstanding Shares Available for Grant Number of Shares Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of Outstanding Options (in thousands) Outstanding — December 31, 2021 1,207,827 4,937,189 $ 19.23 8.14 $ 36,080 Awards authorized 1,122,866 Options granted (995,380 ) 995,380 30.87 Options exercised — (348,201 ) 13.13 Options forfeited/cancelled 117,546 (117,546 ) 22.36 Outstanding — March 31, 2022 1,452,859 5,466,822 $ 21.67 8.37 $ 76,739 Exercisable — March 31, 2022 1,625,633 $ 28.54 7.28 $ 25,331 Vested and expected to vest — March 31, 2022 4,957,332 $ 22.65 8.40 $ 66,600 The weighted-average grant date fair values of options granted during the three months ended March 31, 2022 was $22.06 per share, and $11.73 per share for the three months ended March 31, 2021. The aggregate intrinsic value of options exercised was $5.0 million and $0.1 million for the three months ended March 31, 2022 and 2021. The total grant date fair value of options vested for the three months ended March 31, 2022 and 2021 was $5.7 million, and $3.4 million, respectively. In August 2020, the Company granted executives and employees 1,107,250 stock options with performance-based conditions. Vesting is achieved based upon the completion of pre-determined milestones. During the three months ended March 31, 2022, the first performance-based milestone was met, and accordingly, 257,255 of the performance-based options vested. For the three months ended March 31, 2022, the Company recognized approximately $0.5 million in stock-based compensation expense (including the modification described below) related to the options with performance-based criteria. On March 22, 2022, the Company entered into a transition agreement with the Company’s former Chief, Research and Early Development. Pursuant to the transition agreement, the former executive’s time-based options will be considered to have vested only up to March 10, 2022 (Termination Date), and the portion of each time-based option that was unvested as of the Termination Date were cancelled. The former executive received an extension of the expiration date of his vested stock options through a consulting period while he remains in service to the Company. Furthermore, his performance-based options will continue to vest through the consulting period. All performance options that remain unvested following the termination of the consulting period will be cancelled. Compensation costs relating to the modifications to option terms was $0.4 million, of which $0.3 million relates to modification of stock options with performance-based conditions for three months ended March 31, 2022. As of March 31, 2022, total unrecognized stock-based compensation related to unvested stock options with only service-vesting conditions was $43.4 million and are expected to be recognized over a remaining weighted-average period of 3.2 years. As of March 31, 2022, total unrecognized stock-based compensation related to unvested stock options with performance-based conditions was $4.7 million. |