Stock-Based Compensation | 11. Stock-Based Compensation 2018 Equity Incentive Plan In August 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”), which became effective on the business day prior to the effectiveness of the registration statement relating to the IPO. The 2018 Plan initially reserved 4,300,000 shares of common stock for the issuance of incentive stock options ("ISOs"), nonstatutory stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units and performance shares to employees, directors and consultants of the Company. The number of shares available for issuance will increase annually on the first day of each fiscal year beginning in 2019 equal to the least of (1) 4,300,000 shares, and (2) 4% of outstanding shares of common stock as of the last day of the immediately preceding year, and (3) such other amount as determined by the board of directors. The exercise price of options must be equal to at least the fair market value of the common stock on the grant date. For ISOs, the term may not exceed The 2015 Equity Incentive Plan was terminated in connection with the adoption of the 2018 Plan and the 63,359 shares that were then unissued and available for future award under the 2015 Equity Incentive Plan became available under the 2018 Plan. The awards outstanding under the 2015 Equity Incentive Plan continue to be governed by their existing terms. As of December 31, 2018, there were 3,024,404 shares available for grant under the 2018 Plan. 2015 Equity Incentive Plan In September 2015, the Company adopted the 2015 Equity Incentive Plan (“2015 Plan”) under which 2,810,513 shares of common stock were reserved for issuance through grants of incentive stock options, nonqualified stock options and restricted stock awards (“RSAs”) to employees, directors and consultants of the Company. During 2018, the board of directors approved an increase of 2,125,000 shares to the common stock reserved under the 2015 Plan. The awards outstanding under the previously terminated 2009 Share Incentive Plan continue to be governed by their existing terms. Stock Options Stock option activity under the 2018 Plan and 2015 Plan is summarized as follows (in thousands, except share and per share data): Outstanding Awards Number of Shares Available for Grant Number of Shares Underlying Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance, January 1, 2016 1,814,560 102,937 $ 0.23 7.92 $ 86 Options granted (1,209,595 ) 1,209,595 $ 1.04 9.53 Options exercised — (10,674 ) $ 0.45 6.76 7 Options forfeited or canceled 38,101 (38,101 ) $ 0.97 9.38 Repurchase of early exercised options 51,689 — $ 0.12 RSAs granted(1) (142,938 ) — Balance, December 31, 2016 551,817 1,263,757 $ 0.98 9.42 $ 100 Options granted (137,500 ) 137,500 $ 1.06 Options exercised — (5,603 ) $ 0.50 3 Options forfeited or canceled 191,240 (191,240 ) $ 1.04 Balance, December 31, 2017 605,557 1,204,414 $ 0.98 8.49 $ 41 Shares authorized 6,425,000 — RSAs granted (27,500 ) — RSUs granted (60,000 ) 60,000 $ 10.00 Options granted (4,103,653 ) 4,103,653 $ 7.45 Options exercised — (47,800 ) $ 1.03 290 Options forfeited or canceled 185,000 (185,000 ) $ 5.19 Balance, December 31, 2018 3,024,404 5,135,267 $ 5.99 9.07 $ 10,681 Shares exercisable, December 31, 2017 863,791 $ 0.97 8.38 $ 30 Vested and expected to vest, December 31, 2017 1,204,414 $ 0.98 8.49 $ 41 Shares exercisable, December 31, 2018 1,766,385 $ 3.11 8.28 $ 7,182 Vested and expected to vest, December 31, 2018 5,135,267 $ 5.99 9.07 $ 10,681 (1) Reflects an adjustment to shares available for grant related to the issuance of restricted stock awards under the 2015 Plan. During the years ended December 31, 2018, 2017 and 2016, the Company granted 3,888,653, 107,500 and 1,205,940 stock options, respectively, to employees with a weighted-average grant date fair value of $4.36, $0.61 and $0.60 per share, respectively. Shares Subject to Repurchase The Company has a right of repurchase with respect to unvested shares issued upon early exercise of options at an amount equal to the lower of (1) the exercise price of each restricted share being repurchased and (2) the fair market value of such restricted share at the time the Company’s right of repurchase is exercised. The Company’s right to repurchase these shares lapses as those shares vest over the requisite service period. Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules. Cash received for early exercised stock options is recorded as accrued liabilities and other current liabilities on the consolidated balance sheet and is reclassified to common stock and additional paid-in capital as such shares vest. At December 31, 2018 and 2017, 0 and 2,887 shares, respectively, remained subject to the Company’s right of repurchase as a result of the early exercised stock options. Fair Value of Options Granted Prior to the Company’s IPO, the fair value of the shares of common stock underlying the stock options was determined by the board of directors with assistance from management and external appraisers as there has been no historical public market for the Company’s common stock. Subsequent to the Company’s IPO, the fair value of the Company’s common stock is determined based on its closing market price. The Company estimated the fair value of employee stock options using the Black-Scholes valuation model. The fair value of employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Expected volatility 59 % 63 % 64 % Risk-free interest rate 2.82 % 1.89 % 1.22 % Dividend yield 0 % 0 % 0 % Expected term 6.06 6.00 5.84 Expected Term . The expected term is calculated using the simplified method, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. Expected Volatility . The Company used an average historical stock price volatility of a peer group of publicly traded companies to be representative of its expected future stock price volatility, as the Company does not have sufficient trading history for its common stock. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. For each grant, the Company measured historical volatility over a period equivalent to the expected term. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate . The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of a stock award. Expected Dividend Rate . The Company has not paid and does not anticipate paying any dividends in the near future. Accordingly, the Company has estimated the dividend yield to be zero. The total value of employee options vested during the years ended December 31, 2018, 2017 and 2016 was $1.2 million, $0.2 million and $0.1 million, respectively. Stock-based compensation expense recognized during the years ended December 31, 2018, 2017 and 2016 for options granted to employees was $2.0 million, $0.2 million and $0.2 million, respectively. Non-Employee Stock-Based Compensation The Company granted 215,000, 30,000 and 3,655 stock options to non-employees during the years ended December 31, 2018, 2017 and 2016, respectively. The fair value of stock options granted to non-employees is calculated at each grant date and remeasured at each reporting date using the Black-Scholes option pricing model. The fair value of non-employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Expected volatility 68 % 63 % 65 % Risk-free interest rate 2.71 % 2.31 % 1.86 % Dividend yield 0 % 0 % 0 % Expected term 9.30 9.35 9.09 Stock-based compensation expense recognized during the years ended December 31, 2018, 2017 and 2016 for options granted to non-employees was $0.4 million, less than $0.1 million and less than $0.1 million, respectively. Restricted Stock Awards Restricted stock award (“RSAs”) activity is summarized as follows: Number of Shares Underlying Outstanding RSAs Weighted Average Grant Date Fair Value Unvested, December 31, 2016 549,351 $ 0.41 Vested (257,718 ) $ 1.00 Unvested, December 31, 2017 291,633 $ 0.45 Granted 27,500 $ 5.38 Vested (268,683 ) $ 0.89 Unvested, December 31, 2018 50,450 $ 0.79 Under the terms of the restricted stock agreements, 1/48th of the award vests monthly over four years, which is the requisite service period. Recipients of restricted stock awards generally have voting and dividend rights with respect to such shares upon grant without regard to vesting. Shares of restricted stock that do not vest are subject to forfeiture. The Company recognizes stock-based compensation expense for RSAs on a straight-line basis over the requisite service period for the entire award. The total value of RSAs vested during the years ended December 31, 2018, 2017 and 2016 was $0.2 million, $0.1 million and $0.1 million, respectively. During the years ended December 31, 2018, 2017 and 2016, stock-based compensation expense recognized for RSAs was $0.2 million, $0.1 million and $0.1 million, respectively. The Company granted 60,000 RSUs under the 2018 Plan and recognized stock-based compensation expense of less than $0.1 million for the year ended December 31, 2018. 2018 Employee Share Purchase Plan In August 2018, the Company adopted the 2018 Employee Share Purchase Plan (“ESPP”), which became effective on the business day prior to the effectiveness of the registration statement relating to the IPO. A total of 460,000 shares of common stock were initially reserved for issuance under the ESPP. The offering period and purchase period will be determined by the board of directors. As of December 31, 2018, no offerings have been authorized to date. Stock-Based Compensation Expense Stock-based compensation is classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Research and development $ 1,535 $ 171 $ 88 General and administrative 1,073 104 184 Total stock-based compensation $ 2,608 $ 275 $ 272 As of December 31, 2018, the unrecognized stock-based compensation of unvested employee options and unvested RSAs and RSUs was $15.7 million and expected to be recognized over a weighted-average period of 1.69 years. As of December 31, 2017, the unrecognized stock-based compensation of unvested employee options and unvested RSAs was $0.5 million and expected to be recognized over a weighted-average period of 0.95 years. |