Stock-Based Awards | 10. Stock-Based Awards 2017 Stock Incentive Plan The Company’s 2017 Stock Incentive Plan (the “2017 Plan”) was approved by the Company’s stockholders on June 16, 2017 and became effective on June 28, 2017. Under the 2017 Plan, the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, awards of restricted stock units and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2017 Plan; however, incentive stock options may only be granted to employees. The 2017 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock covered by options and the date those options become exercisable, type of options to be granted, exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2017 Plan with service-based vesting conditions generally vest over four years and may not have a duration in excess of ten years, although options have been granted with vesting terms of less than four years. The total number of shares of common stock that may be issued under the 2017 Plan was 4,701,056 as of December 31, 2020, of which 382,919 shares remained available for grant. The Company initially reserved 1,244,816 shares of common stock plus the number of shares equal to the sum of the number of shares of common stock then available for issuance under the 2016 Plan, which was 424,601 shares, and the number of shares of common stock subject to outstanding awards under the 2006 Plan and the 2016 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. The number of shares of common stock that may be issued under the 2017 Plan will automatically increase on January 1 of each year, beginning with the fiscal year ending December 31, 2018 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 1,244,816 shares of common stock, (ii) 4% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors. For the year ended December 31, 2020, the Company’s compensation committee of the board of directors authorized an additional 1,112,414 shares that may be issued under the 2017 Plan. During the year ended December 31, 2020, pursuant to the terms of the 2017 Plan, the Company granted options to employees and directors to purchase 1,821,000 shares of common stock at a weighted average exercise price of $0.76 per share. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards. The exercise price for stock options granted may not be less than the fair market value of the common stock as of the date of grant. 2017 Employee Stock Purchase Plan On June 16, 2017, the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective on June 28, 2017. As of December 31, 2019, a total of 150,000 shares of common stock are reserved for issuance under the 2017 ESPP. The number of shares of common stock that may be issued under the 2017 ESPP automatically increase on each January 1 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 622,408 shares, (ii) 1% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors. The board of directors has not initiated any offerings under the ESPP. 2016 Stock Incentive Plan The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2016 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2016 Plan with service-based vesting conditions vest over four years and expire after ten years. After the effective date of the 2017 Plan, no stock options or other awards were made under the 2016 Plan. No shares remained available for future issuance as of December 31, 2017. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2017 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards under the 2017 Plan. 2006 Stock Incentive Plan The Company’s 2006 Stock Incentive Plan, as amended, (the “2006 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors and consultants of the Company. The 2006 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2006 Plan with service-based vesting conditions generally vest over four years and expire after ten years, although options have been granted with vesting terms of less than four years. The 2006 Plan expired in 2016. No shares remained available for future issuance as of December 31, 2016. Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2017 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards under the 2017 Plan. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of the stock options granted to employees and directors during the year ended December 31, 2020 and 2019 were as follows, presented on a weighted average basis: Year Ended December 31, 2020 2019 Risk-free interest rate 1.17 % 2.35 % Expected term (in years) 6.2 6.2 Expected volatility 76.0 % 76.0 % Expected dividend yield 0 % 0 % Stock Options The following table summarizes the Company’s stock option activity since January 1, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding at December 31, 2019 3,320,706 $ 3.87 7.4 $ — Granted 1,821,000 0.76 Exercised — 0.00 Canceled (463,119 ) 6.59 Forfeited (13,001 ) 2.54 Outstanding at December 31, 2020 4,665,586 $ 2.39 8.1 $ 622 Options exercisable at December 31, 2020 2,377,533 $ 3.28 7.6 $ 197 Options vested and expected to vest at December 31, 2020 4,592,729 $ 2.41 8.1 $ 606 Options exercisable at December 31, 2019 1,415,900 $ 5.56 5.2 $ — Options vested and expected to vest at December 31, 2019 3,264,851 $ 3.89 7.4 $ — The weighted average grant-date fair value of stock options granted during the year ended December 31, 2020 and 2019 was $0.51 and $1.11, respectively. The aggregate fair value of stock options that vested during the year ended December 31, 2020 and 2019 was $2,099 and $2,236, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2020 and 2019 was $0 and $109, respectively. Restricted Stock Units On April 15, 2019, the Company granted restricted stock units under the 2017 Stock Incentive Plan. The following table summarizes the Company’s restricted stock unit activity during the year ended December 31, 2020: Weighted-Average Grant Date Units per Unit Outstanding, non-vested at December 31, 2019 50,000 $ 1.75 Issued — — Vested (50,000 ) $ 1.75 Canceled/forfeited — — Outstanding, non-vested at December 31, 2020 — — Stock-Based Compensation The Company recorded stock-based compensation expense related to stock options in the following expense categories of its statements of operations and comprehensive loss: Year Ended December 31, 2020 2019 Research and development expenses $ 572 $ 524 General and administrative expenses 1,321 1,592 $ 1,893 $ 2,116 The Company used an estimated forfeiture rate of 2.43% to calculate its stock compensation expense for each of the years ended December 31, 2020 and 2019. As of December 31, 2020, the Company had an aggregate of $2,144 of unrecognized stock-based compensation expense, which it expects to recognize over a weighted average period of 2.14 years. |