Equity Incentive Plans | 10. Equity Incentive Plans 2019 Equity Incentive Plan The Company’s board of directors adopted and our stockholders approved our 2019 Equity Incentive Plan (the “2019 Plan”) on June 2, 2019, and June 7, 2019, respectively. The 2019 Plan became effective on June 19, 2019, and no further grants will be made under the Company’s 2010 Equity Incentive Plan (the “2010 Plan”). The purpose of the 2019 Plan, through the grant of stock awards including stock options and other stock-based awards, including restricted stock units (“RSUs”), is to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for our success and that of the Company’s affiliates, and provide a means by which the eligible recipients may benefit from increases in the value of the Company’s Class A common stock. Under the 2019 Plan, 6,141,842 shares of the Company’s Class A common stock have been reserved for issuance to employees, directors and consultants. Additionally, the number of shares of the Company’s Class A common stock reserved for issuance under the 2019 Plan will automatically increase on January 1 of each year, beginning on January 1, 2020 and continuing through and including January 1, 2029, by 4% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors. Stock Options Stock option activity under the 2019 Plan and the Company’s 2010 Plan is as follow: Options Outstanding Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Shares Exercise Price Life (years) (in thousands) Balances, December 31, 2020 4,812,223 $ 13.33 8.2 $ 21,493 Granted 1,829,770 13.29 Exercised (46,793) 5.82 Cancelled (580,209) 15.12 Balances, September 30, 2021 6,014,991 $ 13.20 8.0 $ 1,377 Vested and expected to vest at September 30, 2021 6,014,991 $ 13.20 8.0 $ 1,377 Exercisable at September 30, 2021 3,144,958 $ 11.40 7.3 $ 1,376 Vested at September 30, 2021 3,011,904 $ 11.68 7.4 $ 1,233 The weighted-average grant date fair value of options granted to employees and non-employees in the nine months ended September 30, 2021 and 2020 was $9.85 and $13.55, respectively. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model, assuming no expected dividends and the following weighted average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected life (in years) 6.01 6.01 5.97 5.85 Volatility 90.0 % 88.5 % 91.4 % 85.6 % Risk-free interest rate 1.0 % 0.4 % 0.6 % 1.1 % Expected volatility is based on volatilities of public companies operating in the Company’s industry. The expected life of the options is estimated using the simplified method detailed in SEC Staff Accounting Bulletin No. 107. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. Restricted Stock Units The 2019 Plan provides for the issuance of RSU to employees, directors and consultants. RSUs vest over a period of two years with 50% vesting on the one year anniversary of the award and the remainder The following table summarizes RSU activity for the nine months ended September 30, 2021: Weighted-Average Number Grant Date of Shares Fair Value per RSU Unvested Balances, December 31, 2020 — $ — RSUs Granted 884,820 6.15 RSUs Vested — — RSUs Cancelled (3,330) 6.15 Unvested Balances, September 30, 2021 881,490 $ 6.15 2019 Employee Stock Purchase Plan The Company’s board of directors adopted the 2019 Employee Stock Purchase Plan (“ESPP”) on June 2, 2019, and the Company’s stockholders approved the ESPP on June 7, 2019. The ESPP became effective on June 19, 2019. The Company’s board of directors authorized 283,333 shares of Class A common stock to be reserved for future issuance under the ESPP. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2020 through January 1, 2029, by the lesser of (1) 1% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, and (2) 416,666 shares; provided, that prior to the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). During the three months ended September 30, 2021 and 2020, the expense related to the ESPP was $204,000 and $194,000, respectively. During the nine months ended September 30, 2021 and 2020, the expense related to the ESPP was $608,000 and $525,000, respectively. The fair value of each ESPP is estimated on the date of grant using the Black-Scholes option pricing model, assuming no expected dividends and the following range of assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Expected life (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Volatility 91.1 - 98.5 % 103.4 - 114.6 % 91.1 - 107.6 % 91.4 - 114.6 % Risk-free interest rate 0.1 - % 0.1 % 0.1 - % 0.1 - % The Company recognized $3.9 million and $3.5 million of stock-based compensation expense related to the 2019 Plan, 2010 Plan, and ESPP for the three months ended September 30, 2021 and 2020, respectively. The Company recognized $12.1 million and $9.4 million of stock-based compensation expense related to the 2019 Plan, 2010 Plan, and ESPP for the nine months ended September 30, 2021 and 2020, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder, as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,946 $ 1,628 $ 6,080 $ 4,490 General and administrative 1,907 1,859 6,055 4,863 $ 3,853 $ 3,487 $ 12,135 $ 9,353 No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements and no stock-based compensation costs have been capitalized as property and equipment as of September 30, 2021. Unrecognized compensation expense as of September 30, 2021 totaled $30.0 million related to non-vested stock options with a remaining weighted-average requisite service period of 2.5 years and $5.3 million related to non-vested RSUs with a remaining weighted-average requisite service period of 1.9 years. |