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. The number of shares available for issuance increased by 1,473,194 shares in 2019 and there were 2,118,877 shares available for grant under the 2018 Plan as of December 31, 2019. 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 Contractual Term (in years) Aggregate Intrinsic Value Balance, January 1, 2017 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 — Options granted (4,103,653 ) 4,103,653 $ 7.45 Options exercised — (47,800 ) $ 1.03 290 RSAs granted (27,500 ) — RSUs granted (60,000 ) 60,000 $ 10.00 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 authorized 1,473,194 — Options granted (2,539,493 ) 2,539,493 $ 36.70 Options exercised — (662,079 ) $ 3.45 45,355 RSUs granted (128,900 ) 128,900 $ 73.51 RSUs vested — (21,467 ) $ 9.90 Shares withheld related to net share settlement of RSUs 8,533 (8,533 ) Options forfeited or canceled 281,139 (281,139 ) $ 7.86 Balance, December 31, 2019 2,118,877 6,830,442 $ 17.49 8.32 $ 373,514 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 Shares exercisable, December 31, 2019 2,773,881 $ 11.82 8.17 $ 126,346 Vested and expected to vest, December 31, 2019 6,830,442 $ 17.49 8.32 $ 373,514 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, 2019 and 2018, there are no early exercised stock options that remained subject to the Company’s right of repurchase. Employee Stock Options 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. During the years ended December 31, 2019, 2018 and 2017, the Company granted 2,354,343, 3,888,653 and 107,500 stock options, respectively, to employees with a weighted-average grant date fair value of $34.11, $4.36 and $0.61 per share, respectively. 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, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Expected volatility 68 % 59 % 63 % Risk-free interest rate 1.65 % 2.82 % 1.89 % Dividend yield 0 % 0 % 0 % Expected term 5.78 6.06 6.00 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 fair value of employee options vested during the years ended December 31, 2019, 2018 and 2017 was $4.6 million, $1.2 million and $0.2 million, respectively. Stock-based compensation expense recognized during the years ended December 31, 2018, 2017 and 2016 for options granted to employees was $5.7 million, $2.0 million and $0.2 million, respectively. Non-Employee Stock Options The Company granted 15,000, 215,000 and 30,000 stock options to non-employees during the years ended December 31, 2019, 2018 and 2017, respectively. Subsequent to the adoption of ASU 2018-07 effective January 1, 2019, existing stock options granted to non-employees will no longer be revalued, and the estimated fair value of new stock options granted to non-employees will be calculated on the date of grant and not remeasured, similar to stock options granted to employees. The fair value of non-employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Expected volatility 73 % 68 % 63 % Risk-free interest rate 1.61 % 2.71 % 2.31 % Dividend yield 0 % 0 % 0 % Expected term 6.08 9.30 9.35 Stock-based compensation expense recognized during the years ended December 31, 2019, 2018 and 2017 for options granted to non-employees was $0.1 million, $0.4 million and less than $0.1 million, respectively. Performance-Based Stock Options and Restricted Stock Units The Company granted 170,150 performance-based stock options and 128,900 performance-based restricted stock units (“RSUs”) to employees in 2019. These performance-based equity awards will vest one-quarter upon the achievement of specific clinical development milestones. The remaining shares will then vest in three equal annual installments after that date. Performance-based stock options and performance-based restricted stock units are recorded as expense beginning when vesting events are determined to be probable. The fair value of performance-based stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2019 Expected volatility 72 % Risk-free interest rate 1.67 % Dividend yield 0 % Expected term 6.31 The weighted-average grant date fair value was $47.89 per share for performance-based stock options and $73.51 per share for performance-based restricted stock units. None 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 Vested (48,603 ) $ 0.78 Unvested, December 31, 2019 1,847 $ 1.04 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 fair value of RSAs vested during the years ended December 31, 2019, 2018 and 2017 was less than $0.1 million, $0.2 million and $0.1 million, respectively. Stock-based compensation expense recognized during the years ended December 31, 2019, 2018 and 2017 for RSAs was less than $0.1 million, $0.2 million and $0.1 million, respectively. Restricted Stock Units RSUs activity is summarized as follows: Number of Shares Underlying Outstanding RSUs Weighted Average Grant Date Fair Value Unvested, December 31, 2017 — $ — Granted 60,000 $ 9.90 Unvested, December 31, 2018 60,000 $ 9.90 Vested (21,467 ) $ 9.90 Shares withheld related to net share settlement of RSUs (8,533 ) $ 9.90 Unvested, December 31, 2019 30,000 $ 9.90 The total fair value of RSUs vested during the year ended December 31, 2019 was $0.3 million. Stock-based compensation expense recognized during the years ended December 31, 2019 and 2018 for RSUs was $0.3 million and less than $0.1 million, respectively. 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, 2019, 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, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Research and development $ 3,496 $ 1,535 $ 171 General and administrative 2,614 1,073 104 Total stock-based compensation $ 6,110 $ 2,608 $ 275 As of December 31, 2019, the Company had $59.4 million and $0.2 million of unrecognized compensation expense related to unvested stock options and unvested restricted stock awards and units, respectively, that is expected to be recognized over a weighted-average period of 3.07 years and 0.77 years |