Equity Incentive Plans | Note 8. Equity Incentive Plans 2011 Stock Option Plan and 2021 Incentive Award Plan In 2011, the Company established its 2011 Stock Option Plan (the “2011 Plan”) that provided for the granting of stock options to employees and nonemployees of the Company. In July 2021, the board of directors and stockholders adopted and approved the 2021 Incentive Award Plan, (the “2021 Plan”). Under the 2021 Plan, the Company has the ability to issue incentive stock options ("ISOs"), nonqualified stock options ("NSOs"), stock appreciation rights, dividend equivalent rights, restricted stock awards, and restricted stock unit awards. Options under the 2021 Plan can typically be granted for periods of up to 10 years. For stock options granted to a grantee who, at the time the option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company (or any parent or subsidiary of the Company), the term of the stock option may be granted for periods of up to five years. The ISOs and NSOs will be granted at a price per share not less than the fair value at the date of grant. The exercise price of a stock option granted to a 10% stockholder shall not be less than 110% of the grant date fair value of the shares. Options granted to new hires generally vest over a four-year period, with 25% of the shares vesting on the first anniversary of the grant date and the remaining shares vesting in 36 equal monthly installments thereafter; options granted as merit awards generally vest in 48 equal monthly installments following the grant date. The Company initially reserved 5,200,000 shares of common stock for future issuance under the 2021 Plan. Pursuant to the evergreen provision in the 2021 Plan, this initial reserve was increased by 2,414,907 and 2,375,235 shares on January 1, 2023 and 2022, respectively. These a nnual increases under the evergreen provision are equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the Board, subject to certain limitations. The 2011 Plan was superseded by the 2021 Plan at the time of the IPO and no further grants have been made under the 2011 Plan from the date the 2021 Plan became effective. The terms under the 2011 Plan are consistent with those described above for the 2021 Plan. At March 31, 2023 and December 31, 2022 there were 7,258,472 and 6,099,584 shares, respectively, of common stock available for issuance under the 2021 Plan. Stock Option Awards The following table summarizes stock option activity under the 2021 Plan during the periods presented: Number of Weighted-Average Exercise Price Weighted-Average Average Intrinsic Value Balances as of December 31, 2022 4,819,906 $ 9.67 7.7 $ 19,463 Grants 633,700 9.78 Forfeited/cancelled ( 309,914 ) 12.71 Exercised/released ( 47,736 ) 1.07 Balances as of March 31, 2023 5,095,956 $ 9.60 7.5 $ 10,891 Vested and exercisable as of March 31, 2023 2,508,970 $ 7.32 6.2 $ 9,076 Vested and expected to vest as of March 31, 2023 5,095,956 $ 9.60 7.5 $ 10,891 During the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 2.2 million and $ 2.5 million related to stock option awards, respectively. The weighted-average grant-date fair values of options granted during the three months ended March 31, 2023 and 2022 was $ 6.91 and $ 9.76 per share, respectively. The aggregate intrinsic value of options exercised was $ 0.6 million during the three months ended March 31, 2023. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying options and the estimated fair value of the common stock on the date of exercise. As of March 31, 2023, the unrecognized stock-based compensation expense relating to unvested opti ons was $ 22.0 million, which is expected to be recognized over a weighted-average period of 2.4 years. Determination of Fair Value The Company estimated the grant date fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options is recognized on a straight-line basis over the requisite service periods of the awards. The fair value of stock options was estimated using the following weighted-average assumptions: Three Months Ended 2023 2022 Expected term (in years) 5.60 – 6.02 5.38 – 6.94 Expected volatility 79.73 % 58.75 % – 60.12 % Risk-free interest rate 3.66 % – 3.67 % 1.34 % – 2.40 % Dividend yield – – Expected Term The expected term is calculated using the simplified method, which is available if 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 midpoint of 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 time from grant until the midpoints 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 did not have any 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. Risk-Free Interest Rate The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with remaining terms 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 0 %. Restricted Stock Units RSUs are share awards that entitle the holder to receive freely tradeable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred, and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The RSUs generally vest over a four-year period with straight-line vesting in equal amounts on an annual basis, provided the employee remains continuously employed with the Company. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The following table summarizes restricted share award activity under the 2021 Plan: Number of Weighted-Average Grant Date Fair Value Per Share Outstanding, December 31, 2022 1,014,123 $ 14.25 Grants 984,600 9.78 Forfeited/cancelled ( 52,367 ) 15.47 Vested ( 106,032 ) 17.07 Outstanding, March 31, 2023 1,840,324 $ 11.66 During three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 1.1 million and $ 0.5 million related to the RSUs. As of March 31, 2023, there was $ 19.7 million of total unrecognized stock-based compensation expense relating to the RSUs that is expected to be recognized over a weighted-average period of 3.4 years. Employee Stock Purchase Plan I n July 2021, the board of directors and stockholders adopted and approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The Company initially reserved 850,000 shares of common stock for future issuance under the ESPP. Pursuant to the evergreen provision under the ESPP, t his initial reserve was increased by 482,981 and 475,047 shares on January 1, 2023 and 2022, respectively. These annual increases pursuant to the evergreen provision are equal to the lesser of (i) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Board, subject to certain limitations. The Company's first six-month offering period under the ESPP began during the second quarter of 2022. The Company has two offering periods annually, running for six-months, with the first offering period beginning in the second quarter, and the second offering period beginning in the fourth quarter. The purchase of shares for participants in the ESPP occurs at the conclusion of each offering period. As of March 31, 2023, the Company has collected payroll withholdings of $ 0.5 million in the current offering period for the purchase of shares under the ESPP. The Company recorded $ 0.2 million of stock-based compensation expense associated with the ESPP for the quarter ended March 31, 2023. There was no stock-based compensation expense associated with the ESPP for the three months ended March 31, 2022. As of March 31, 2023, there were 1,709,104 shares of common stock available for issuance under the ESPP. The fair value of shares to be issued under the Company's 2021 ESPP was estimated using the Black-Scholes valuation model with the following assumptions for the three months ended March 31, 2023: Three Months Ended 2023 Expected term (in years) 0.48 Expected volatility 97.38 % Risk-free interest rate 4.62 % Dividend yield – Stock Based Compensation The following is a summary of stock-based compensation expense by function (in thousands): Three Months Ended 2023 2022 Cost of goods sold $ 59 $ 36 Research and development 529 343 Selling, general and administrative 2,935 2,595 Total stock-based compensation expense $ 3,523 $ 2,974 |