Equity Plans | Note 8. Equity Plans Equity Incentive Plan In July 2016, the Company’s board of directors and stockholders approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to replace the 2007 Stock Option Plan. The 2016 Plan is administered by the board of directors, or a committee appointed by the board of directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. Awards granted under the 2016 Plan expire no later than ten years from the date of grant. As of March 31, 2023, 892,905 shares were available for issuance under the 2016 Plan. Inducement Plan In May 2018, the Company’s board of directors approved the Company’s 2018 Inducement Plan (as subsequently amended, the “2018 Inducement Plan”) is a non-stockholder approved stock plan, under which the Company awards options and restricted stock unit awards to persons that were not previously employees or directors of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company, within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2018 Inducement Plan is administered by the board of directors or the Compensation Committee of the board, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. Awards granted under the 2018 Inducement Plan expire no later than ten years from the date of grant. As of March 31, 2023, 574,772 shares were available for issuance under the 2018 Inducement Plan. Stock Options Stock option activity under the Company’s equity incentive and inducement plans is set forth below: Weighted- Weighted- Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life (years) Value (1) (in millions) Balances at December 31, 2022 6,240,509 $ 19.03 Options granted 2,198,750 12.17 Options exercised (128,722) 13.49 Options forfeited (148,693) 26.21 Balances at March 31, 2023 8,161,844 $ 17.14 7.74 $ 63.3 Options exercisable – March 31, 2023 3,935,198 $ 16.82 6.23 30.8 Options vested and expected to vest – March 31, 2023 8,161,844 $ 17.14 7.74 $ 63.3 (1) The aggregate intrinsic values were calculated as the difference between the exercise price of the options and the closing price of the Company’s common stock on March 31, 2023. The calculation excludes options with an exercise price higher than the closing price of the Company’s common stock on March 31, 2023. The estimated weighted-average grant-date fair value of common stock underlying options granted to employees during the three months ended March 31, 2023 was $10.05 per share. Stock Options Valuation Assumptions The fair value of employee stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 5.27 - 6.02 5.27 - 6.08 Expected volatility 106.3% - 110.1% 97.1% - 98.2% Risk-free interest rate 3.57% - 3.59% 1.64% - 2.13% Dividend yield — — In determining the fair value of the options granted, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires judgment to determine. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Restricted Stock Units Restricted stock unit (“RSU”) activity under the Company’s equity incentive plans is set forth below: Weighted Average Number of Grant Date Shares Fair Value Unvested RSUs at December 31, 2022 637,436 $ 19.29 Granted 396,775 18.57 Vested (160,884) 15.83 Forfeited (9,215) 20.86 Unvested RSUs at March 31, 2023 864,112 $ 16.26 Performance Stock Units As of March 31, 2023 and December 31, 2022, 199,500 unvested performance stock units (“PSUs”) were outstanding under the Company’s equity incentive plans, with a weighted average grant date fair value of $14.59 per share. The terms of the unvested PSUs provide for 100% of shares to be earned based on the achievement of certain pre-determined performance objectives, subject to the participant’s continued employment. The PSUs will vest, if at all, upon certification by the compensation committee of the Board of Directors of the actual achievement of the related performance objectives, subject to specified change of control exceptions. Stock-based compensation expense associated with PSUs is based on the fair value of the Company’s common stock on the grant date, which equals the closing price of the Company’s common stock on the grant date. The Company recognizes compensation expense over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. The total grant date fair value of unvested PSUs outstanding as of March 31, 2023 was $2.9 million. As of March 31, 2023, the achievement of the related performance objectives was deemed not probable and, accordingly, no stock-based compensation for the PSUs has been recognized as expense as of March 31, 2023. Employee Stock Purchase Plan The Company’s 2016 Employee Stock Purchase Plan (“2016 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. At the end of each offering period, eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock at the beginning of the offering period or at the end of each applicable purchase period. During the three months ended March 31, 2023, a total of 68,605 shares of common stock were issued under the 2016 ESPP, and 1,486,685 shares of common stock remained available for issuance as of March 31, 2023. Stock-Based Compensation Total stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 4,582 $ 3,326 General and administrative 3,002 2,609 Total stock-based compensation expense $ 7,584 $ 5,935 As of March 31, 2023, total unrecognized stock-based compensation expense was approximately $66.8 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years. |