STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2017 Equity Incentive Plan (“2017 Plan”), which became effective on May 4, 2017. The initial reserve of shares of common stock issuable under the 2017 Plan was 3,052,059 shares. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of stock-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2017 Plan. Following the adoption of the 2017 Plan, no further awards will be granted under the Company’s prior plan. Pursuant to the terms of the 2017 Plan, on each January 1st, the plan limit shall be increased by the lesser of (x) 5% of the number of shares of common stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine at its discretion. On January 1, 2024 and January 1, 2023 an additional 3,534,599 and 3,523,344 shares, respectively, were reserved for issuance under the 2017 Plan. As of June 30, 2024, there were 5,644,244 shares of the Company’s common stock reserved and available for issuance under the 2017 Plan. The Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2017 Employee Stock Purchase Plan (“2017 ESPP”), which became effective on May 4, 2017. The initial reserve of shares of common stock issuable under the 2017 ESPP was 279,069 shares. The 2017 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated semi-annual purchase dates. During the three months ended June 30, 2024 and 2023, no shares were purchased under the 2017 ESPP, and the Company recorded expense of $18,000 and $13,000, respectively. The number of shares of common stock reserved for issuance under the 2017 ESPP automatically increases on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by the Board of Directors. The Board of Directors acted prior to each of January 1, 2024 and January 1, 2023 to provide that there be no increase in the number of shares reserved for issuance under the 2017 ESPP on either such date. As of June 30, 2024, there were 321,285 shares of the Company’s common stock reserved and available for issuance under the 2017 ESPP. The Company’s Board of Directors adopted and the Company’s stockholders approved the 2014 Equity Incentive Plan (“2014 Plan”), which authorized the Company to grant shares of common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units. The 2014 Plan was terminated as to future awards in May 2017, although it continues to govern the terms of options that remain outstanding under the 2014 Plan. No additional stock awards will be granted under the 2014 Plan, and all outstanding stock awards granted under the 2014 Plan that are repurchased, forfeited, expire or are cancelled will become available for grant under the 2017 Plan in accordance with its terms. As of June 30, 2024, options to purchase 1,356,621 shares of common stock were outstanding under the 2014 Plan. Unless specified otherwise in an individual option agreement, stock options granted under the 2014 Plan and the 2017 Plan generally have a ten-year term and a four-year graded vesting period. The vesting requirement is generally conditioned upon the grantee’s continued service with the Company during the vesting period. Once vested, all options granted are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days under the 2017 Plan and 30 days under the 2014 Plan subsequent to the termination of the option holder’s service with the Company. In the event of the option holder’s death or disability while employed by or providing service to the Company, the exercisable period extends to 18 months or 12 months, respectively, under the 2017 Plan and six months under the 2014 Plan. The fair value of options granted during the three and six months ended June 30, 2024 and 2023 was estimated using the Black-Scholes option valuation model. The inputs for the Black-Scholes option valuation model require significant assumptions that are detailed in the table below. The risk-free interest rates are based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life is based on the simplified method in accordance with the SEC Staff Accounting Bulletin No. Topic 14D. Beginning January 1, 2023, the expected volatility is estimated based on the historical volatility of the Company since the Company’s initial public offering. The Company granted 80,000 and 270,000 stock options to employees during the three months ended June 30, 2024 and 2023, respectively. The Company granted 2,752,150 and 2,950,500 stock options to employees during the six months ended June 30, 2024 and 2023, respectively. There were 5,807,555 and 6,710,485 unvested employee options outstanding as of June 30, 2024, and 2023, respectively. Total expense recognized related to the employee stock options for the three months ended June 30, 2024 and 2023 was $1.6 million and $1.8 million, respectively. Total expense recognized related to the employee stock options for the six months ended June 30, 2024 and 2023 was $3.5 million and $3.6 million, respectively. Total unrecognized compensation expense related to employee stock options was $13.9 million as of June 30, 2024. The Company did not recognize any expense for employee performance-based option awards during the three months ended June 30, 2024 and 2023. The Company granted zero and 50,000 stock options to nonemployee consultants for services rendered during the three months ended June 30, 2024 and 2023, respectively. The Company granted 250,000 and 50,000 stock options to nonemployee consultants for services rendered during the six months ended June 30, 2024 and 2023, respectively. There were 268,959 and 130,834 unvested nonemployee options outstanding as of June 30, 2024 and 2023, respectively. Total expense recognized related to nonemployee stock options for the three months ended June 30, 2024 and 2023 was $98,000 and $163,000, respectively. Total expense recognized related to nonemployee stock options for the six months ended June 30, 2024 and 2023 was $157,000 and $272,000, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $0.1 million as of June 30, 2024. The Company did not recognize any expense for nonemployee performance-based option awards during the three and six months ended June 30, 2024 and 2023. The Company granted 348,575 restricted stock units to employees during the three and six months ended June 30, 2024. No restricted stock units were granted by the Company in prior periods. The restricted stock units granted will vest in equal installments over three years, beginning January 1, 2025 and otherwise have similar terms to the Company’s stock option grants. The Company’s stock-based compensation expense was recognized in operating expenses as follows: Three Months Ended Six Months Ended (in thousands) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Research and development $ 537 $ 580 $ 1,066 $ 1,090 General and administrative 1,203 1,369 2,642 2,775 Total $ 1,740 $ 1,948 $ 3,708 $ 3,865 Three Months Ended Six Months Ended (in thousands) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Stock options and restricted stock units $ 1,722 $ 1,935 $ 3,675 $ 3,837 Employee Stock Purchase Plan 18 13 33 29 Total $ 1,740 $ 1,948 $ 3,708 $ 3,865 The fair value of employee options granted during the three and six months ended June 30, 2024 and 2023 was estimated utilizing the following assumptions: Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Weighted Weighted Weighted Weighted Volatility 79.01 % 84.11 % 79.82 % 84.56 % Expected term in years 6.08 6.08 6.05 6.07 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 4.22 % 3.63 % 4.32 % 3.97 % Fair value of option on grant date $ 1.75 $ 2.66 $ 2.60 $ 1.92 The fair value of nonemployee options granted during the three and six months ended June 30, 2024 and 2023 was estimated utilizing the following assumptions: Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Weighted Weighted Weighted Weighted Volatility 80.59 % 83.00 % 80.59 % 83.00 % Expected term in years 6.50 5.25 6.50 5.25 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 4.35 % 3.89 % 4.35 % 3.89 % Fair value of option on grant date $ 2.71 $ 2.42 $ 2.71 $ 2.42 The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Shares Weighted Weighted Aggregate Options outstanding December 31, 2023 15,124,546 $ 3.87 6.90 $ 5,212,286 Granted 2,752,150 3.66 6.96 Exercised (248,024) 2.05 Forfeited or expired (796,360) 6.48 Options outstanding June 30, 2024 16,832,312 $ 3.74 6.96 $ 12,790 Vested and exercisable at June 30, 2024 10,755,798 $ 4.06 5.92 $ 12,790 At June 30, 2024, there was approximately $13.9 million of unrecognized stock–based compensation expense related to employee and nonemployee grants, which is expected to be recognized over a remaining average vesting period of 2.51 years. |