Stock-based Compensation | 12. Stock-based Compensation Stock‑based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2021 2020 Research and development $ 1,368 $ 215 General and administrative 3,255 418 Total stock-based compensation expense $ 4,623 $ 633 Valuation Assumptions The fair value of stock options was determined using the Black-Scholes option-pricing model and the assumptions below. Each of these inputs is subjective and generally required significant judgment. • Fair Value of Common Stock —Prior to the closing of the Company’s initial public offering, the grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s board of directors. Because previously there was no public market for the Company’s common stock, the board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which include contemporaneous valuations performed by an independent third party, important developments in the Company’s operations, sales of convertible preferred stock, the rights, preferences and privileges of its convertible preferred stock relative to those of its common stock, lack of marketability of its common stock, actual operating results, financial performance, the progress of clinical development, the likelihood of achieving a liquidity event for its security holders, the trends, development and conditions in the life sciences and biotechnology sectors, the economy in general, and the stock price performance and volatility of comparable public companies. For valuations of grants made after the closing of the Company’s initial public offering, the fair value of each share of common stock is based on the closing price of the Company’s common stock on the date of grant, or other relevant determination date, as reported on The Nasdaq Global Select Market. • Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. • Expected Volatility —Because the Company was previously privately held and did not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded life sciences companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on the similar size, stage in life cycle or area of specialty. 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. • Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term) as the Company has limited history of relevant stock option exercise activity. • Expected Dividend Yield —The Company has never paid dividends on its common stock and has no plans to pay dividends going forward. Therefore, it used an expected dividend yield of zero . The fair value of each stock option was estimated using the Black‑Scholes option‑pricing model with the following weighted-average assumptions: Year Ended December 31, 2021 2020 Risk-free interest rate 0.99 % 0.49 % Expected volatility 90.91 % 87.41 % Expected term (in years) 6.10 6.87 Expected dividend yield — — The grant date fair value of restricted stock units is based upon the fair market value of the Company’s common stock based on its closing price as reported on the date of grant on the Nasdaq Global Select Market. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 were $ 14.4 million and $ 4.2 million respectively. The weighted-average grant-date fair value of restricted stock units granted during the year ended December 31, 2021 was $ 5.7 million. No restricted stock units were granted during the year ended December 31, 2020. Stock Option Activity Changes in shares available for grant under the 2020 Plan during the year ended December 31, 2021 were as follows: Shares Shares available for grant at December 31, 2020 3,742,235 2020 Plan reserve increase on January 1, 2021 1,624,259 Options and restricted stock units granted ( 1,392,928 ) Options and restricted stock units forfeited, 468,749 Shares available for grant at December 31, 2021 4,442,315 A summary of option activity for the year ended December 31, 2021 was as follows: Shares Weighted- Weighted- Aggregate Balance at December 31, 2020 1,974,870 $ 9.31 7.98 $ 49,275 Granted 1,024,776 18.83 Exercised ( 263,501 ) 1.24 Forfeited/expired ( 465,249 ) 18.02 Balance at December 31, 2021 2,270,896 $ 12.76 7.22 $ 8,306 Expected to vest 1,457,586 $ 16.08 8.98 $ 1,925 Options exercisable 813,310 $ 6.80 4.05 $ 6,380 The total fair value of options granted that vested during the years ended December 31, 2021 and 2020 was $ 1.4 million and $ 271,000 , respectively. The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the Company’s common stock underlying all options that were in-the-money at December 31, 2021. The aggregate intrinsic value of options exercised was $ 3.1 million and $ 18.0 million during the year ended December 31, 2021 and 2020, respectively, determined as of the date of option exercise. As of December 31, 2021, there was $ 10.2 million of total unrecognized compensation cost related to non-vested stock options. The Company expects to recognize this cost over a remaining weighted-average period of 1.52 years. The Company utilizes newly issued shares to satisfy option exercises. Stock options outstanding and exercisable consisted of the following at December 31, 2021: Employees and Directors Non-employees Exercise Price ($) Shares Shares Shares Shares 0.16 to 1.00 209,780 209,780 — — 1.04 to 1.49 364,524 222,659 113,642 93,150 17.00 to 19.94 989,576 210,071 195,453 60,684 20.55 to 29.41 397,921 16,966 — — Total 1,961,801 659,476 309,095 153,834 Restricted Stock Award Activity In 2018, the Company issued a restricted stock award (“RSA”) to an advisor under the 2014 Plan. The restricted stock award vests over three years and requires continued service to the Company during the vesting period. The vesting provisions of individual awards may vary as approved by the board of directors. If continued service terminates for any reason, the Company has the right to repurchase the non-vested shares for no consideration. There were 4,204 shares subject to repurchase as of December 31, 2020, all of which were related to non-employee RSAs. A summary of RSA activity for the year ended December 31, 2021 was as follows: Share Weighted- Non-vested at December 31, 2020 4,204 $ 1.35 Granted — — Vested ( 4,204 ) 1.35 Non-vested at December 31, 2021 — $ — Restricted Stock Unit Activity During the year ended December 31, 2021, the Company issued restricted stock unit (“RSU”) awards to an advisor and employees under the 2020 Plan. A summary of RSU activity for the year ended December 31, 2021 is as follows: Share Weighted- Non-vested at December 31, 2020 — $ — Granted 368,152 15.37 Cancelled ( 3,500 ) 15.34 Vested ( 3,152 ) 21.15 Non-vested at December, 2021 361,500 $ 15.32 In November 2021, the Company granted RSUs equivalent to 365,000 shares of the Company’s common stock to employees under the 2020 Plan with a grant date fair value of $ 5.6 million. The RSUs will vest upon achievement of certain clinical development milestones, subject to continued service to the Company during the vesting period. As of December 31, 2021, unrecognized stock-based compensation expense related to non-vested restricted stock units was $ 4.8 million, which is expected to be recognized over a remaining weighted-average period of 1.33 years Employee Stock Purchase Plan In August 2020, the Company’s board of directors adopted the 2020 Employee Stock Purchase Plan (“ESPP”) which became effective in September 2020. Under the ESPP, eligible employees can authorize payroll deductions for amounts up to the lesser of 15 % of their qualifying wages or the statutory limit under the U.S. Internal Revenue Code. The ESPP provides for offering periods of six months in duration with one purchase period per offering period beginning May 18 and November 18 of each year. Participants in an offering period will be granted the right to purchase common shares at a price per share that is 85 % of the lesser of the fair market value of the shares at (i) the first day of the offering period or (ii) the end of each purchase period within the offering period. A maximum of 5,000 shares of common stock may be purchased by each participant at the purchase date during the offering period. The fair value of the ESPP options granted is determined using the Black-Scholes model and is amortized on a straight-line basis. The number of shares reserved for the ESPP automatically increases each year, beginning on January 1, 2021 by the lesser of (i) 646,000 shares of common stock, (ii) 1 % of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the board no later than the last day of the immediately preceding fiscal year. As of December 31, 2021, 621,211 shares of common stock were reserved for future grants under the ESPP. On January 1, 2022, an additional 373,790 shares of common stock became available for future grants under the ESPP. Stock-based compensation expense recognized during the years ended December 31, 2021 and 2020 associated with the ESPP was $ 164,000 and $ 46,000 , respectively. During the year ended December 31, 2021, the Company issued 26,640 shares of common stock to service providers under the ESPP. |