Stock-Based Compensation | 8. Stock-Based Compensation 2012 Equity Incentive Plan In October 2012, the Company adopted the 2012 Equity Incentive Plan, or the 2012 Plan, under which 238,095 shares of the Company’s common stock were initially reserved for issuance to employees, directors and consultants. 2021 Equity Incentive Plan In July 2021, the Company adopted the 2021 Incentive Award Plan, or 2021 Plan, which became effective in connection with the IPO. The 2012 Plan was terminated in connection with the IPO when the 2021 Plan became effective; however, awards granted under the 2012 Plan that remain outstanding continue to be governed by the 2012 Plan. Shares reserved for issuance under the 2012 Plan but not subject to awards as of the date of the IPO were added to the available shares in the 2021 Plan. Shares subject to awards granted under the 2012 Plan that were or are forfeited to the Company, terminated without exercise or repurchased for the original purchase price after the IPO have been and will be added to the shares reserved for issuance under the 2021 Plan. Under the terms of the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents awards or other stock or cash-based awards to individuals who are then employees, consultants, or directors of the Company. Under the terms of the 2021 Plan, options may be granted at an exercise price not less than fair market value. For employees holding more than 10 % of the voting rights of all classes of stock, the exercise prices for incentive and non-statutory stock options may not be less than 110 % of fair market value, as determined by the Board of Directors. The terms of options granted under the 2021 Plan may not exceed ten years . The vesting schedule of newly issued option grants is generally four years . The Company initially reserved 3,450,000 shares of common stock for issuance under the 2021 Plan. The number of shares initially reserved will be increased by (i) any shares available for issuance under the 2012 Plan as of the day before the IPO, (ii) any shares that are subject to the 2012 Plan that become available for issuance under the 2012 Plan and (iii) the annual increase on January 1 of each year, beginning January 1, 2022 , and continuing through and including January 1, 2031 , by 5 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, or a lesser number of shares determined by the Company's board of directors. As of March 31, 2022, there were 3,902,551 shares available for grant under the 2021 Plan. 2021 Employee Stock Purchase Plan In July 2021, the Company adopted the Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the IPO. The purpose of the ESPP is to assist employees of the Company in acquiring a stock ownership interest in the Company, to help such employees provide for their future security, and to encourage them to remain in the employment of the Company. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. The compensation committee of the board of directors will administer the Company’s ESPP. The maximum aggregate number of shares of common stock that may be issued pursuant to the exercise of purchase rights under the Company’s ESPP that are granted to employees is 4,703,469 shares. Additionally, the number of shares of common stock reserved for issuance under the Company’s ESPP increases automatically each year, beginning on January 1, 2022 , and continuing through and including January 1, 2031 , by 1 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number as determined by the board of directors. Shares subject to purchase rights granted under the Company’s ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the Company’s ESPP. As of March 31, 2022, the Company has reserved 685,317 shares of common stock under the ESPP. There were no shares issued under the ESPP during the three months ended March 31, 2022. Stock Option Activity Stock option activity under the 2012 Plan and the 2021 Plan was as follows: Options Available for Grant Number of Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Intrinsic Value (in thousands) Outstanding as of January 1, 2022 2,673,582 4,028,461 $ 8.81 8.40 $ 60,089 Authorized 1,676,587 — — Options granted ( 481,000 ) 481,000 18.63 Options exercised — ( 201,940 ) 2.25 Options cancelled 33,382 ( 33,382 ) 20.79 Outstanding as of March 31, 2022 3,902,551 4,274,139 $ 10.13 8.45 $ 42,637 Exercisable as of March 31, 2022 1,323,930 $ 3.18 6.68 $ 21,360 The aggregate intrinsic values of options outstanding and exercisable were calculated as the difference between the exercise price of the options and the closing price of the Company’s common stock of $ 19.27 as of March 31, 2022. The total intrinsic value of options exercised during the three months ended March 31, 2022 was $ 3.9 million. There were no options exercised during the three months ended March 31, 2021. Such intrinsic value of options exercised during the three months ended March 31, 2022, is the difference between the fair value of Company’s common stock at the time of exercise and the exercise price of the stock option. The weighted-average grant-date fair value per share for stock options granted during the three months ended March 31, 2022 and 2021 was $ 12.80 and $ 0.30 , respectively. Determining Fair Value The estimated grant-date fair value of the Company’s stock-based awards was calculated using the Black-Scholes option pricing model, based on the following assumptions: Three Months Ended, 2022 2021 Expected term (in years) 6.1 5.9 - 6.1 Expected volatility 78.1 % 68.3 % - 69.9 % Risk-free interest rate 1.7 % - 2.4 % 0.6 % - 1.1 % Expected dividend yield —% —% Each of these inputs is subjective and generally requires significant judgment. Expected Term —The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which is based on the mid-point between the contractual term and vesting period. Volatility —The Company determines volatility based on the historical volatilities of comparable publicly traded life science companies over a period equal to the expected term because it does not have sufficient trading history for its common stock price. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available. Risk-Free Interest Rate —The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Dividend Yield —The Company has never paid and has no plans to pay any dividends on its common stock. Therefore, the Company has used an expected dividend yield of zero . Stock-Based Compensation Total stock-based compensation recognized in the condensed consolidated statements of operations is as follows: Three Months Ended March 31, 2022 2021 (in thousands) Research and development $ 653 $ 57 General and administrative 698 262 Total stock-based compensation expense $ 1,351 $ 319 As of March 31, 2022, total unrecognized stock-based compensation expense is approximately $ 23.1 million, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 3.1 years. |