Stock-Based Compensation | 8. Stock-Based Compensation In March 2021, the Company’s board of directors adopted the Company’s 2021 Equity Incentive Plan (2021 Plan), which is the successor to the Company’s 2014 Equity Incentive Plan (2014 Plan). As of the effective date of the 2021 Plan, awards granted under the 2014 Plan that are forfeited or otherwise become available under the 2014 Plan will be included and available for issuance under the 2021 Plan. Under the 2021 Plan, the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards to individuals who are employees, officers, directors or consultants of the Company and its affiliates. Under the 2014 Plan, certain employees were granted the ability to early exercise their options. The shares of common stock issued pursuant to the early exercise of unvested stock options are restricted and continue to vest over the requisite service period after issuance. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. As of March 31, 2023 , there were no shares subject to stock options that have been early exercised. Shares Reserved for Future Issuance As of March 31, 2023, the Company had reserved shares of its common stock for future issuance as follows: Shares Common stock options outstanding 6,013,345 Unvested restricted stock units 369,500 Available for future grants under the 2021 Equity Incentive Plan 1,604,521 Available for future grants under the 2021 Employee Stock Purchase Plan 630,637 Total shares of common stock reserved 8,618,003 Stock Options A summary of the Company’s stock option activity and related information during the three months ended March 31, 2023 is as follows: Options Weighted- Weighted- Aggregate Outstanding at December 31, 2022 5,877,745 $ 4.47 8.2 $ 907 Granted 135,600 $ 3.48 Outstanding at March 31, 2023 6,013,345 $ 4.45 8.0 $ 11,874 Vested at March 31, 2023 2,485,555 $ 5.12 6.7 $ 3,598 Exercisable at March 31, 2023 3,163,116 $ 5.07 6.9 $ 4,335 Options exercisable at March 31, 2023 include vested options and options eligible for early exercise. All outstanding options as of March 31, 2023 are expected to vest. Unrecognized stock-based compensation expense at March 31, 2023 was $ 9.3 million, which is expected to be recognized over a weighted-average vesting term of 2.7 years. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows : Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.9 % 1.8 % Expected volatility 85.1 % 85.2 % Expected term (in years) 6.1 6.0 Expected dividend yield — % — % Risk-free interest rate. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. Expected volatility. Since the Company does not have sufficient trading history for its common stock the expected volatility assumption 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 biotechnology industry. Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends. Restricted Stock Units (RSUs) RSUs consist of performance-based units (PSUs) and market-based units (MSUs). The following table summarizes RSU activities during the three months ended March 31, 2023: Number of Weighted-Average Unvested at December 31, 2022 329,500 $ 5.70 Granted 40,000 $ 3.63 Unvested at March 31, 2023 369,500 $ 5.48 Performance-Based Units The vesting of the PSUs is based on the Company achieving certain regulatory milestones and are subject to the employee’s continued employment with the Company through the achievement date. The fair value of the awards was based on the value of the Company’s common stock at the grant date of the award and expense recognition is based on the probability of achieving the performance conditions. Stock-based compensation expense is adjusted in future periods for subsequent changes in the expected outcome of the performance conditions. The Company has 249,500 unvested shares underlying PSUs as of March 31, 2023. The Company concluded that achievement of the performance conditions was not probable as of March 31, 2023 , and therefore no stock-based compensation expense was recognized for the three months ended March 31, 2023. As of March 31, 2023, there was $ 1.6 million of unrecognized stock-based compensation expense related to the PSUs that were deemed not probable. Market-Based Units The vesting of the MSUs is based on the Company’s closing stock price trading above $ 20 per share for 30 consecutive trading days subject to the employee’s continued employment with the Company through the date of achievement. The fair value was based on Monte Carlo simulation model on the grant date. Stock-based compensation expense is recognized over the derived service period of approximately 3 years. The Company has 120,000 unvested shares underlying MSUs as of March 31, 2023. Stock-based compensation expense related to the MSUs during the three months ended March 31, 2023 and 2022 was immaterial. As of March 31, 2023, there was $ 0.2 million of unrecognized stock-based compensation expense related to MSUs. Performance Award In connection with the CEO’s employment agreement, he is entitled to receive a Performance Award in the amount of $ 7.5 million, payable in cash, common stock or a combination of cash and common stock, at the election of the Company, in the event that (i) the Company’s market value exceeds $ 750 million utilizing the volume-weighted average of the closing sale price of its common stock on the Nasdaq Stock Market or other principal exchange for each of the 30 trading days immediately prior to the measurement date, or (ii) the fair market value of the net proceeds available for distribution to the Company’s stockholders in connection with a change in control as defined in the Company’s severance benefit plan, as determined in good faith by its board of directors, exceeds $ 750 million. The Company has determined that the Performance Award is subject to ASC 718, Compensation – Stock Compensation and includes both market and performance conditions. Since the Company’ s initial public offering (IPO), neither of the events have yet been satisfied. The Company estimated the fair value of the Performance Award at each reporting period using the Monte Carlo simulation (Note 4), which is recognized as stock-based compensation expense over the derived service period. For the three months ended March 31, 2023 , the Company recognized approximately $ 0.3 million in stock-based compensation expense as a direct result of the increased value of the Performance Award primarily caused by the increase in the Company’s common stock price. For the three months ended March 31, 2022, stock-based compensation expense was immaterial. 2021 Employee Stock Purchase Plan (ESPP) In March 2021, the Company’s board of directors adopted the ESPP, which became effective immediately prior to the execution of the underwriting agreement in connection with the Company’s IPO. As of March 31, 2023 , 103,719 shares have been issued under the ESPP. In September 2021, the Company’s board of directors adopted the Company’s 2021 United Kingdom (UK) Sharesave Sub-plan (SAYE). An allocation of 25,875 shares of common stock from the ESPP reserve pool was approved and reserved for issuance under the SAYE. No shares have been issued under the SAYE through March 31, 2023. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense, including expense associated with award modifications for unvested options, reflected in the consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 473 $ 387 General and administrative 684 720 Total $ 1,157 $ 1,107 |