Stock-based Compensation | 7. Stock-based Compensation 2017 Equity Incentive Plan The 2017 Plan provides for the grant of incentive and non-qualified stock options, stock appreciation rights, performance units, restricted stock, restricted stock units and stock grants to employees, consultants, advisors and directors of us or our affiliates, as determined by the board of directors. The number of shares authorized under the 2017 Plan will be increased each January 1, commencing on January 1, 2018 and ending on (and including) January 1, 2027, by an amount equal to 4% of the outstanding shares of stock outstanding as of the end of the immediately preceding fiscal year. On January 1, 2021, 2020 and 2019, 1,769,436, 1,759,870 and 1,376,429 shares, respectively, were added to the 2017 Plan. Notwithstanding the foregoing, the board of directors may act prior to January 1 for a given year to provide that there will be no such January 1 increase in the number of shares authorized under the 2017 Plan for such year, or that the increase in the number of shares authorized under the 2017 Plan for such year will be a lesser number than would otherwise occur pursuant to the preceding sentence. Shares of common stock issued upon exercise of stock options are generally issued from new shares of the Company. The 2017 Plan provides that the exercise price of incentive stock options cannot be less than 100% of the fair market value of the common stock on the date of the award for participants who own less than 10% of the total combined voting power of stock of the Company, and not less than 110% for participants who own more than 10% of the Company's voting power. Awards granted under the 2017 Plan will vest over periods as determined by the Company's board of directors. For options granted to date, the exercise price equaled the fair value of the common stock as determined by the board of directors on the date of grant. As of December 31, 2020, an aggregate of 7,484,536 awards. In addition, a total of 5,375,772 shares of common stock reserved for issuance were subject to currently outstanding stock options and restricted stock units granted under the Plan. The Company estimates the fair value of stock option awards to employees and non-employees using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the underlying common stock, (b) the expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a public market for the trading of its common stock and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of companies in the pharmaceutical and biotechnology industries in a similar stage of development as the Company that are publicly traded. For these analyses, the Company selected companies with comparable characteristics to its own including enterprise value, risk profiles and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies' shares during the equivalent period of the calculated expected term of its stock-based awards. During 2020, the Company began to estimate its volatility by using a blend of its stock price history for the length of time it has market data for its stock and the historical volatility of similar public companies for the expected term of each grant. 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. The Company estimated the expected life of its employee stock options using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the U.S. Treasury yield curve in effect during the period the options were granted. We have elected to account for forfeitures as they occur. The grant date fair value of awards subject to service-based vesting is recognized ratably over the requisite service period, which is generally the vesting period of the respective awards. The Company's stock option awards typically vest over a service period that ranges from one one year During the years ended December 31, 2020, 2019 and 2018, the Company granted 2,546,075, 1,445,200 and 1,218,790 stock option awards to certain directors, employees and non-employees, respectively. Using the Black-Scholes option pricing model, the weighted-average grant date fair value relating to outstanding stock options granted under the Company’s stock option plan during the years ended December 31, 2020, 2019 and 2018 was $13.25, $17.19 and $17.27, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was $2,661, $3,844 and $7,980, respectively. The fair value of stock options granted to employees and directors was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2020 2019 2018 Risk‑free interest rate 0.76 % 2.40 % 2.73 % Expected term (in years) 6.08 6.07 5.89 Expected volatility 70.67 % 66.03 % 62.21 % Expected dividend yield — — — The Company early adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (Topic 718), date fair value. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations. Prior to the adoption of ASU 2018-07 A summary of the Company's stock option activity for the year ended December 31, 2020 is as follows: Weighted ‑ Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term Value Outstanding as of December 31, 2019 3,428,497 $ 21.17 7.94 $ — Granted 2,546,075 21.22 — — Exercised (184,098) 8.07 — 2,661 Cancelled (591,239) 24.34 — — Outstanding as of December 31, 2020 5,199,235 $ 21.30 7.57 $ 45,233 Options vested and expected to vest as of December 31, 2020 5,199,235 $ 21.30 7.57 $ 45,233 Options exercisable at December 31, 2020 2,157,915 $ 18.95 5.47 $ 24,218 A summary of the Company's restricted stock unit activity for the year ended December 31, 2020 is as follows: Weighted- Average Number of Grant Date RSU's Fair Value Unvested as of December 31, 2019 — $ — Granted 209,912 19.77 Vested (25,000) 22.30 Cancelled (8,375) 17.87 Unvested as of December 31, 2020 176,537 $ 19.50 As of December 31, 2020, the aggregate intrinsic value of non-vested RSUs was $5,248. The following table summarizes the classification of the Company's stock-based compensation expenses related to stock options, restricted stock units and the employee stock purchase plan recognized in the Company's consolidated statements of operations and comprehensive loss. Year Ended December 31, 2020 2019 2018 Research and development $ 6,055 $ 5,163 $ 2,793 Selling, general, and administrative 11,400 6,712 3,597 Total $ 17,455 $ 11,875 $ 6,390 Stock-based compensation expense by award type recognized during the years ended December 31, 2020, 2019 and 2018 was as follows: Year Ended December 31, 2020 2019 2018 Stock options $ 15,915 $ 11,667 $ 6,241 Employees stock purchase plan 180 208 65 Restricted stock units 1,360 — 84 Total $ 17,455 $ 11,875 $ 6,390 During 2020 and 2019, there were certain awards subject to modification accounting. Per terms of separation with a former employee, the employee’s stock option awards were amended to provide for accelerated vesting and extended time to exercise vested options. As a result, the Company recognized incremental expense for the stock option awards of $2,880 and $56, respectively. As of December 31, 2020, the Company has unrecognized compensation cost of $39,111 related to non-vested employee, non-employee and director stock option awards that is expected to be recognized over a weighted-average period of 2.83 years. The Company has unrecognized compensation cost of $2,640 related to non-vested employee restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.52 years. 2017 Employee Stock Purchase Plan The Company has a 2017 Employee Stock Purchase Plan, or the 2017 ESPP, which became effective in connection with the completion of the Company’s IPO in October 2017. As of December 31, 2020, a total of 1,000,993 shares of common stock were reserved for issuance under the 2017 ESPP. In addition, the number of shares authorized under the 2017 ESPP will be increased each January 1, commencing on January 1, 2019 and ending on (and including) January 1, 2027, by an amount equal to the lesser of 1% of outstanding shares as of the end of the immediately preceding fiscal year. On January 1, 2020 and 2019, 439,968 and 344,107 shares, respectively, were added to the 2017 ESPP. Notwithstanding the foregoing, the board of directors may act prior to January 1 of a given year to provide that there will be no such January 1 increase in the number of shares authorized under the 2017 ESPP for such year, or that the increase in the number of shares authorized under the 2017 ESPP for such year will be a lesser number than would otherwise occur pursuant to the preceding sentence. The board of directors elected not to increase the pool on January 1, 2021. During the year ended December 31, 2020, 30,052 shares were issued under this plan. |