Stock-Based Compensation | Stock-Based Compensation Stock Options Key Personnel Incentive Plan In November 2013, the Company adopted the Key Personnel Incentive Plan ( the KPI Plan). The KPI Plan provides for the grant of restricted units and non-statutory option awards to employees, non-employee directors and consultants of the Company. As of March 31, 2021 and December 31, 2020, there were no shares of common stock available for grant under the KPI Plan. The KPI Plan provides for the early exercise of options. Upon exercise, such option holder receives common stock of the Company, subject to a lapsing right of repurchase. Upon termination of such individual, the Company may exercise its right to repurchase any unvested shares for the exercise price paid by the option holder. 2016 Equity Incentive Plan In August 2016, the Board of Directors and the stockholders of the Company adopted the 2016 Equity Incentive Plan. Under the 2016 Plan, 25,686,958 shares of common stock were reserved. The Company may grant options to purchase common stock, stock appreciation rights, restricted stock awards and other forms of stock-based compensation. Stock options generally vest over four years and expire no later than 10 years from the date of grant. As of March 31, 2021, 3,684,798 shares of common stock are available for grant. Stock option activity during the three months ended March 31, 2021 was as follows: (in thousands except share data) Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of 12/31/2020 20,937,443 $ 1.85 8.5 $ 12,956 Granted 1,849,311 4.44 Cancelled 384,540 2.33 Exercised 1,722,027 1.25 4,455 Outstanding as of March 31, 2021 20,680,187 $ 2.14 8.5 $ 50,346 Exercisable as of March 31, 2021 6,365,727 $ 1.20 6.9 $ 21,450 Non-vested options as of March 31, 2021 14,314,460 $ 2.55 9.2 $ 28,897 The fair value of options granted to employees is calculated on the grant date using the Black-Scholes option valuation model. The weighted-average grant-date fair values of stock options granted during the three months ended March 31, 2021 and 2020 were $2.63 and $1.33, respectively. The following weighted-average assumptions were used to calculate the grant-date fair value of employee stock options: Three months ended March 31, 2021 2020 Expected term (in years) 6.1 6.2 Expected volatility 66% 65% Expected dividend yield — — Risk-free interest rate 0.78% 1.33% For the three months ended March 31, 2021, the Company granted 150,000 shares of stock options with a performance and service condition that had a fair value of $358 thousand. No expense related to these options was recorded during the three months ended March 31, 2021 as the performance condition was not considered probable. For the three months ended March 31, 2020, the Company granted 1,500,000 shares of stock options with performance, market conditions and service conditions. At grant date, the Company estimated that the fair value of the options was approximately $2.0 million. No expense related to these options was recorded during the three months ended March 31, 2021 and 2020 as the performance conditions were not considered probable. During the years ended December 31, 2020 and 2017, the Company granted options to purchase 120,000 and 330,000 shares, respectively, of common stock to non-employee consultants. These options were granted in exchange for consulting services and vest over a period that approximates the term of the services to be provided by the Company. The fair value of the options granted prior to 2020 were remeasured in each period until they were fully vested. Following the adoption of ASU 2018-07 on January 1, 2020, the fair value of options granted to non-employees were no longer remeasured subsequent to the grant date. The fair value of each option on the date of grant was calculated using the Black-Scholes option model. There were no grants to non-employee consultants during the three months ended March 31, 2021 or 2020. The following table presents the classification of stock-based compensation expense for employees and non-employees within the Condensed Consolidated Statements of Operations and Comprehensive Loss: Three months ended March 31, (in thousands) 2021 2020 Research and development $ 628 $ 688 General and administrative $ 1,070 $ 577 Total $ 1,698 $ 1,265 As of March 31, 2021, there was $22.0 million of unamortized stock-based compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 2.98 years. Warrants In connection with the execution of the December 2016 Pacific loan agreement (see Note 5, “Notes Payable” for additional details), the Company issued Pacific fully vested warrants to purchase Series A Preferred Stock. In May 2017, the Company drew on additional borrowing capacity under the Pacific loan agreement, this required the Company to issue additional fully vested warrants. These Series A warrants remained outstanding as of March 31, 2021. In July 2018, the Company drew on additional borrowing capacity under an amended agreement. This required the Company to issue fully vested warrants to purchase Series B Preferred Stock. These warrants remained outstanding as of March 31, 2021. In January 2020, the Company issued warrants to purchase 180,000 shares of Series C Preferred Stock at a purchase price of $6.50 per share as part of a services agreement. The warrants vest ratably over 18 months. These warrants remained outstanding and 139,999 were vested and exercisable as of March 31, 2021. The grant date fair value was $4.10 per share. As of March 31, 2021, there was $158 thousand of unamortized cost related to the unvested warrants which is expected to be recognized over four months. The following tables summarize the Series A and B warrants outstanding as of March 31, 2021: (in thousands except share data) Series A Grant Date Number of Warrants Exercise Price Fair Value as of March 31, 2021 Fair Value as of December 31, 2020 2017 Warrants 12/19/2016 84,486 $ 0.71 $ 56,232 $ 58,000 2018 Warrants 5/27/2017 28,161 $ 0.71 $ 18,743 $ 19,000 (in thousands except share data) Series B Grant Date Number of Warrants Exercise Price Fair Value as of March 31, 2021 Fair Value as of December 31, 2020 2019 Warrants 7/9/2018 25,762 $ 2.79 $ 45,499 $ 48,000 The fair value of the warrants was calculated using the Black-Scholes option-pricing model with the following weighted average assumptions: Three months ended March 31, 2021 2020 Expected term (in years) 6.16 7.12 Expected volatility 66% 66% Expected dividend yield — — Risk-free interest rate 1.20% 0.70% The FASB has issued accounting guidance on the classification of freestanding warrants and other similar instruments on shares that are redeemable (either puttable or mandatorily redeemable). The guidance requires liability classification for certain warrants issued that are exercisable into convertible preferred stock. The initial fair values of Series A and B warrants were recorded as debt issuance costs, which resulted in a reduction in the carrying value of the debt and subsequent accretion. The Company remeasures the Series A and B warrants on each Condensed Condensed Consolidated Balance Sheet date. The change in the valuation is recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Series C warrants compensation expense is being recorded ratably over the requisite service period based on the award’s fair value at the date of grant in general and administrative expense. These warrants were classified as equity as they were issued to non-employees for services and the convertible preferred stock is not redeemable, except in the event of a deemed liquidation event, which is not considered probable. The following is a summary of the changes in the Company’s Series A and B warrant liability balance during the three months ended March 31, 2021 and 2020: (in thousands) Balance as of December 31, 2019 $ 128 Net decrease in fair value of warrants (10) Balance as of March 31, 2020 $ 118 Balance as of December 31, 2020 $ 125 Net decrease in fair value of warrants (5) Balance as of March 31, 2021 $ 120 |