Stock-Based Compensation | 7. Stock-Based Compensation In connection with the IPO, the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) and the ESPP became effective on April 28, 2015, the date of the execution and delivery of the underwriting agreement for the IPO. A total of 1,527,770 shares of the Company’s common stock were initially reserved for issuance under the 2014 Plan, and 458,331 shares of the Company’s common stock were initially reserved for issuance under the ESPP. From January 1, 2016 and through December 31, 2021, in accordance with the terms of the 2014 Plan, an additional 9,929,367 shares of the Company’s common stock were added to the number of shares reserved for issuance under the 2014 Plan, respectively, and, in accordance with the terms of the ESPP, an additional 2,836,961 shares of the Company’s common stock were added to the number of shares reserved for issuance under the ESPP, respectively. The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards or restricted stock units to employees and directors using the Black-Scholes option-valuation model. The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. For restricted stock and restricted stock unit awards, the Company generally uses the straight-line method to allocate compensation cost to reporting periods over the holder’s requisite service period, which is generally the vesting period, and uses the fair value at grant date to value the awards. For restricted stock that vests upon the satisfaction of certain performance conditions, the Company recognizes stock-based compensation expense when it becomes probable that the performance conditions will be met. At the grant date, the Company determines the grant date fair value, as a publicly traded company, using the intrinsic value, or the closing price of its common stock on the date of grant. At the point where the criteria are deemed probable of being met, the Company records stock-based compensation with a cumulative catch-up expense in the period first recognized and then on a straight-line basis over the remaining period for which the performance criteria are expected to be completed. For the ESPP, the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period. As the ESPP also allows for up to one increase in contributions during each purchase period, then as an employee elects to increase their contributions, the Company treats this as an accounting modification. The pre- and post-modification values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase periods. 2014 Plan. The 2014 Plan provides that the compensation committee of the Company’s Board of Directors (the “Compensation Committee”) may grant or issue stock options, stock appreciation rights, restricted shares, restricted stock units and unrestricted shares, deferred share units, performance and cash-settled awards and dividend equivalent rights to participants under the 2014 Plan. Initially, a total of 1,527,770 shares of the Company’s common stock were reserved for issuance pursuant to the 2014 Plan. The number of shares available for issuance under the 2014 Plan will, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1st of each year commencing on January 1, 2016 and ending on (and including) January 1, 2024, in an amount equal to 3.5% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year. The shares of common stock deliverable pursuant to awards under the 2014 Plan are authorized but unissued shares of the Company’s common stock, or shares of the Company’s common stock that the Company otherwise holds in treasury or in trust. Any shares of the Company’s common stock underlying awards that are settled in cash or otherwise expire, or are forfeited, terminated or cancelled (including pursuant to an exchange program established by the Compensation Committee) prior to the issuance of stock will again be available for issuance under the 2014 Plan. In addition, shares of the Company’s common stock that are withheld (or not issued) in payment of the exercise price or taxes relating to an award, and shares of the Company’s common stock equal to the number surrendered in payment of any exercise price or withholding taxes relating to an award, will again be available for issuance under the 2014 Plan. ESPP. Initially, a total of 458,331 shares of the Company’s common stock were reserved for issuance pursuant to the ESPP. The number of shares available for issuance under the ESPP will, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1st of each year commencing on January 1, 2016 and ending on (and including) January 1, 2024, in an amount equal to 1% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year. The shares of common stock available for purchase pursuant to the ESPP are authorized but unissued shares of the Company’s common stock, shares of the Company’s common stock that the Company otherwise holds in treasury or shares of the Company’s common stock that were purchased on the open market in arms’ length transactions in accordance with applicable securities laws. Shares of the Company’s common stock will be offered for purchase under the ESPP as determined by the Compensation Committee through a series of successive offerings that each have a term of 24 months and consist of four consecutive purchase periods of six months each. Prior to the commencement of any future offering under the ESPP, the Compensation Committee may determine that the current offering shall end, may commence a new offering on the first day after the end of such terminal purchase period (or any desired later date), and may decide that future offerings will consist of one or more consecutive purchase periods, each to be of such duration as determined by the Compensation Committee; however, no offering will exceed 27 months and no purchase period will exceed one year. Each employee of the Company who (1) is an employee on the first date of any offering under the ESPP, (2) is customarily scheduled to work for more than 20 hours per week and more than five months per calendar year, and (3) meets such other criteria as may be determined by the Compensation Committee (consistent with Section 423 of the Internal Revenue Code of 1986, as amended), is eligible to participate in the ESPP for each purchase period within such offering. The purchase price per share of the Company’s common stock under the ESPP may not be less than, and will initially be equal to, the lesser of: (1) 85 % of the fair market value per share of the Company’s common stock on the first day of the offering, or (2) 85 % of the fair market value per share of the Company’s common stock on the date the purchase right is exercised, which will be the last day of the applicable purchase period. During the years ended December 31, 2021 and 2020, the Company recognized the following stock-based compensation expense (in thousands): Year Ended December 31, 2021 2020 Stock-based compensation expense by type of award: Stock options $ 3,276 $ 3,096 Restricted stock and restricted stock units 2,597 2,529 Employee stock purchase plan 227 193 Total stock-based compensation expense included in expenses $ 6,100 $ 5,818 Stock-based compensation expense by line item: Research and development expenses $ 1,623 $ 1,359 General and administrative expenses 4,477 4,459 Total stock-based compensation expense included in expenses $ 6,100 $ 5,818 The following table sets forth the Company’s unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized (in thousands, except for years): As of December 31, 2021 Unrecognized Expense Weighted- average Recognition Period (in years) Type of award: Stock options $ 5,141 2.34 Restricted stock and restricted stock units $ 3,146 1.46 The following table is a summary of restricted shares granted during the years ended December 31, 2021 and 2020: Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2019 183,095 $ 0.17 Granted — $ — Vested — $ — Forfeited — $ — Repurchased — $ — Unvested at December 31, 2020 183,095 $ 0.17 Granted — $ — Vested — $ — Forfeited — $ — Repurchased — $ — Unvested at December 31, 2021 183,095 $ 0.17 The following table summarizes restricted stock unit activity during the years ended December 31, 2021 and 2020: Shares Weighted- Average Grant Date Value Unvested at December 31, 2019 352,726 $ 7.35 Granted 493,996 $ 7.77 Vested (128,859 ) $ 7.12 Forfeited (38,500 ) $ 8.16 Unvested at December 31, 2020 679,363 $ 7.65 Granted 588,820 $ 5.80 Vested (270,063 ) $ 7.47 Forfeited (35,821 ) $ 6.14 Unvested December 31, 2021 962,299 $ 6.63 In January 2019, the Company issued 221,600 performance-based restricted stock units (“PRSU awards”) to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the PRSU awards vesting upon the achievement of three of the milestones over a four-year In January 2020, the Company issued 244,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the PRSU awards vesting upon the achievement of three of the milestones over a four-year In January 2021, the Company issued 205,500 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the PRSU awards vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the PRSU vesting upon the achievement of all four milestones over a four-year The following table summarizes stock option activity during the years ended December 31, 2021 and 2020: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at December 31, 2019 2,580,476 $ 4.90 Granted 960,472 $ 7.26 Exercised (86,125 ) $ 2.47 $ 430,000 Forfeited (77,250 ) $ 7.26 Cancelled (6,250 ) $ 8.52 Options outstanding at December 31, 2020 3,371,323 $ 5.57 7.32 $ 4,577,000 Granted 1,081,520 $ 5.87 Exercised (107,703 ) $ 3.26 $ 389,000 Forfeited (132,745 ) $ 6.25 Cancelled (124,311 ) $ 7.48 Options outstanding at December 31, 2021 4,088,084 $ 5.63 7.02 $ 2,885,000 Options exercisable at December 31, 2021 2,251,653 $ 4.95 5.81 $ 2,885,000 The Company received $351,000 and $213,000 in cash proceeds from exercises of stock options during the years ended December 31, 2021 and 2020, respectively. The total fair value of stock options that vested during the years ended December 31, 2021 and 2020 was $2.9 million and $2.6 million, respectively. Compensation expense for stock options granted to employees is based on the estimated grant date fair value and is recognized ratably over the vesting period of the applicable option. The estimated per share weighted average fair value of stock options granted to employees during the years ended December 31, 2021 and 2020 was $4.16 and $4.89, respectively. As stock-based compensation expense recognized is based on options ultimately expected to vest, the fair value of each employee option grant during the years ended December 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended December 31, 2021 2020 Expected volatility 84.7 % 77.3 % Expected term (in years) 6.10 6.09 Risk-free interest rate 0.67 % 1.39 % Expected dividend yield 0 % 0 % Expected Volatility. The expected volatility rate used to value stock option grants is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical and biotechnology industry in a similar stage of development to the Company. Expected Term . The Company elected to utilize the “simplified” method for “plain vanilla” options to value stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. Risk-free Interest Rate . The risk-free interest rate assumption was based on zero-coupon U.S. Treasury instruments that had terms consistent with the expected term of the Company’s stock option grants. Expected Dividend Yield . The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Forfeitures are accounted for as actual forfeitures occur. Since the Company had a net operating loss carryforward as of December 31, 2021, no excess tax benefits for the tax deductions related to stock-based awards were recognized in the Consolidated Statements of Operations. Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2021 is as follows: Common stock warrants 487,087 Restricted stock units 962,299 Common stock options 4,088,084 Available for grant under the 2014 Plan 5,383,372 Available for issuance under Employee Stock Purchase Plan 2,978,312 13,899,154 |