Stock-based compensation | 10. Stock-based compensation In 2007, the Company adopted the 2007 Equity Incentive Plan (2007 Plan), as amended, which allowed for the granting of incentive stock options (ISOs) and non-statutory stock options (NSOs) to the employees, members of the Company’s board of directors, and consultants of the Company. In 2017, the 2007 Plan expired pursuant to its terms and the Company adopted the 2017 Equity Incentive Plan (2017 Plan) which allowed for the granting of ISOs and NSOs as well as stock appreciation rights, restricted stock awards, restricted stock units and other stock awards to employees, members of the Company’s board of directors and consultants. ISOs could be granted only to Company’s employees, including officers and directors who are also employees. NSOs could be granted to employees, directors and consultants. In 2023, the 2023 Stock Option and Incentive Plan (2023 Plan), was adopted by the board of directors, approved by the Company’s stockholders on July 4, 2023, and became effective on July 13, 2023. The 2023 Plan replaced the 2017 Plan. The 2023 Plan permits the granting of both incentive stock options to purchase Series A common stock under Section 422 of the Code and non-qualified stock options. On July 18, 2023, each share of the Company’s common stock issued and outstanding became reclassified as one share of Series A common stock, therefore, options prior to the IPO were to purchase common stock, and after the IPO are to purchase Series A common stock. The number of shares initially reserved for issuance under the 2023 Plan was 2,585,968, which will automatically increase on January 1, 2024 and each January 1 thereafter, by (i) 4% of the outstanding number of shares of our Series A common stock on the immediately preceding December 31 or (ii) a lesser number of shares as determined by the compensation committee of the board of directors. As of September 30, 2023, 2,585,968 shares are available for future grant under the 2023 Plan. Options under the 2023 Plan can be granted for periods of up to ten years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors, provided, however, that an ISO granted to a 10% stockholder does not have an exercise price that is less than 110% of the estimated fair value of the shares on the date of grant and shall not have a contractual term longer than five years. The following table summarizes stock option transactions (in thousands, except share and per share data): Weighted- Number of Average Shares Weighted- Remaining Underlying Average Contractual Aggregate Outstanding Exercise Term Intrinsic Options Price (in Years) Value Outstanding, January 1, 2023 3,190,450 $ 7.10 8.1 $ 3,998 Options granted 585,919 $ 13.51 Options exercised (7,614) 0.79 Options cancelled (498) 4.77 Options expired (1,752) 0.79 Outstanding, September 30, 2023 3,766,505 $ 8.11 7.69 $ 17,737 Shares vested and exercisable as of September 30, 2023 1,784,725 $ 6.98 6.34 $ 10,206 The aggregate intrinsic value is calculated as the difference between the option exercise price and the estimated fair value of the underlying common stock. Time-based options The Company may award time-based options which vest and become exercisable, subject to the participant’s continued employment or service through the applicable vesting date. Options granted have various vesting schedules including some that vest immediately and some that vest over four years. The following table summarizes time-based stock option activity: Number of Shares Underlying Weighted- Outstanding Average Options Exercise Price Outstanding, January 1, 2023 2,570,708 $ 7.56 Options granted 585,919 13.51 Options exercised (7,614) 0.79 Options cancelled (498) 4.77 Options expired (1,752) 0.79 Outstanding, September 30, 2023 3,146,763 $ 8.69 Shares vested and exercisable as of September 30, 2023 1,186,212 $ 14.42 The total fair value of the time-based shares vested during the nine months ended September 30, 2023 was $1.8 million. As of September 30, 2023, there was $12.0 million of total unrecognized compensation cost related to the awards. The cost is being recognized over a remaining weighted-average period of 2.4 years. Performance-based options The Company may award grants of performance-based options to eligible individuals. Performance-based options vest based on performance measures against predetermined objectives that could include successful completion of qualified equity offerings or announced topline results for clinical trials and positive clinical results over a specified performance period. The total number of Series A common stock shares underlying outstanding options was 619,742 with a weighted-average exercise price of $6.38 as of December 31, 2022 and September 30, 2023, respectively. There were 598,513 shares vested and exercisable as of September 30, 2023. The total fair value of the performance-based shares vested during the nine months ended September 30, 2023 was $11.1 thousand. As of the nine months ended September 30, 2023, there was $28.2 thousand of unrecognized compensation cost related to the awards. The cost is being recognized over a remaining weighted-average period of less than one year. The Company has recorded aggregate stock-based compensation expense related to the issuance of stock option awards to employees and non-employees in the unaudited condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative expense $ 1,649 $ 220 $ 3,103 $ 663 Research and development expense 206 169 576 496 Total stock-based compensation expense $ 1,855 $ 389 $ 3,679 $ 1,159 The expected term of the stock options represents the average of the contractual term of the options and the weighted-average expected vesting period. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility rate was based on the historical volatilities of comparable companies in the Company’s industry. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Expected volatility 89 - 91 % 88 - 90 % Risk-free interest rate 3.6 % 2.3 – 3.0 % Dividend yield — — Expected term 5.0 – 7.0 years 5.4 – 7.0 years Employee stock purchase plan The 2023 Employee Stock Purchase Plan (the ESPP), was adopted by the board of directors on June 22, 2023, approved by the Company’s stockholders on July 4, 2023 and became effective on July 13, 2023. A total of 215,497 shares of Series A common stock were initially reserved for issuance under this plan, which will automatically increase on January 1, 2024 and each January 1 thereafter through January 1, 2033, by the least of (i) 215,497 shares of Series A common stock, (ii) 1% of the outstanding number of shares of the Company’s Series A common stock on the immediately preceding December 31 or (iii) such lesser number of shares of Series A common stock as determined by the administrator of the ESPP. During the nine months ended September 30, 2023, no shares of Series A common stock were issued under the 2023 ESPP. | 10. In 2007, the Company adopted the 2007 Equity Incentive Plan, as amended, which allowed for the granting of incentive stock options (ISOs) and non-statutory stock options (NSOs) to the employees, members of the Company’s board of directors, and consultants of the Company. In 2017, the 2007 Equity Incentive Plan expired pursuant to its terms and the Company adopted the 2017 Equity Incentive Plan (2017 Plan) which allows for the granting of ISOs and NSOs as well as stock appreciation rights, restricted stock awards, restricted stock units and other stock awards to employees, members of the Company’s board of directors and consultants. ISOs may be granted only to Company’s employees, including officers and directors who are also employees. NSOs may be granted to employees, directors and consultants. As of December 31, 2022 and 2021, 181,191 and 810,604 shares are available for future grant under the 2017 Plan, respectively. Options under the 2017 Plan may be granted for periods of up to ten years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors, provided, however, that an ISO granted to a 10% stockholder shall not have an exercise price that is less than 110% of the estimated fair value of the shares on the date of grant and shall not have a contractual term longer than five years. The following table summarizes stock option transactions for the year ended December 31, 2022 (in thousands, except share and per share data): Weighted- Average Number of Shares Weighted- Remaining Underlying Average Contractual Aggregate Outstanding Exercise Term Intrinsic Options Price (in Years) Value Outstanding, January 1, 2022 2,138,110 $ 7.15 8.1 $ 4,670 Options granted 1,080,304 $ 7.15 Options exercised (1,627) $ 7.24 Options cancelled (887) $ 31.46 Options expired (25,450) $ 12.75 Outstanding, December 31, 2022 3,190,450 $ 7.10 8.1 3,998 Shares vested and exercisable as of December 31, 2022 1,510,555 $ 7.15 6.8 2,303 The aggregate intrinsic value is calculated as the difference between the option exercise price and the estimated fair value of the underlying common stock. Time-based options The Company may award time-based options which vest and become exercisable, subject to the participant’s continued employment or service through the applicable vesting date. Options granted have various vesting schedules including some that vest immediately and some that vest over four years. The following table summarizes time-based stock option activity for the year ended December 31, 2022: Number of Weighted- Shares Underlying Average Outstanding Exercise Options Price Outstanding, January 1, 2022 1,537,241 $ 7.95 Options granted 1,061,431 $ 7.15 Options exercised (1,627) $ 7.24 Options cancelled (887) $ 31.46 Options expired (25,450) $ 12.75 Outstanding, December 31, 2022 2,570,708 $ 7.56 Vested, December 31, 2022 1,459,480 Subsequent to the issuance of the financial statements for the year ended December 31, 2021, the Company identified and corrected an immaterial error related to the total number of shares of outstanding time-based option awards disclosed. Management evaluated the correction on a quantitative and qualitative basis and has determined that it is immaterial to the financial statements as of and for the year ended December 31, 2021. The weighted-average grant date fair value of time-based options granted during the year ended December 31, 2022 was $6.36 per share. The total fair value of the time-based shares vested during the year ended December 31, 2022 was $1.8 million. As of December 31, 2022, there was $9.1 million of total unrecognized compensation cost related to the awards. The cost is being recognized over a remaining weighted-average period of 3.2 years. Performance-based options The Company may award grants of performance-based options to eligible individuals. Performance-based options vest based on performance measures against predetermined objectives that could include successful completion of qualified equity offerings or announced topline results for clinical trials and positive clinical results over a specified performance period. The following table summarizes performance-based stock option activity for the year ended December 31, 2022: Number of Weighted- Shares Underlying Average Outstanding Exercise Options Price Outstanding, January 1, 2022 600,869 $ 6.36 Options Granted 18,873 $ 7.15 Options Exercised — — Outstanding, December 31, 2022 619,742 $ 6.38 Vested, December 31, 2022 51,075 The weighted-average grant date fair value of performance-based options granted during the year ended December 31, 2022 was $7.15 per share. The total fair value of the performance-based shares vested during the year ended December 31, 2022 was $82 thousand. As of the year ended December 31, 2022, there was no unrecognized compensation cost related to the awards because it was improbable that the performance conditions would be met. The cost is being recognized over a remaining weighted-average period of less than one year. The Company has recorded aggregate stock-based compensation expense related to the issuance of stock option awards to employees and non-employees in the statements of operations and comprehensive loss as follows for the years ended December 31, 2022 and 2021 (in thousands): Year Ended Year Ended December 31, December 31, 2022 2021 General and administrative $ 1,204 $ 1,325 Research and development 676 579 Total stock-based compensation $ 1,880 $ 1,904 The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the years ended December 31, 2022 and 2021. Year Ended December 31, 2022 Expected volatility 88 – 90 % Risk-free interest rate 3.0 – 4.2 Dividend yield — Expected term 5.4 7.0 Year Ended December 31, 2021 Expected volatility 89 – 94 % Risk-free interest rate 0.4 – 1.3 Dividend yield — Expected term 5.0 The expected term of the stock options represents the average of the contractual term of the options and the weighted-average expected vesting period. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility rate was based on the historical volatilities of comparable companies in the Company’s industry. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. |