Stock-Based Compensation | Note 7. Stock-Based Compensation On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and most recently amended the 2014 Plan on April 25, 2019. The 2014 Plan was amended, restated and re-named the 2019 Equity Incentive Plan (the “2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the 2019 Plan. The 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the 2019 Plan is 8,591,030 shares of the Company’s common stock. In addition, the number of shares available for issuance under the 2019 Plan will be annually increased on the first day of each fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4 % of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Board may determine. The 2019 Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Plan will automatically terminate on April 23, 2029. As of March 31, 2022, the Company had 52,908 shares available for future issuance under the 2019 Plan. Stock Options Activity for service-based stock options under the 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 1,087,058 13.22 Options exercised ( 23,389 ) 0.58 Options cancelled / forfeited ( 411,564 ) 36.68 Balance at March 31, 2022 6,223,398 $ 25.58 8.16 $ 5,225 Options vested and expected to vest as of March 31, 2022 6,223,398 25.58 8.16 5,225 Options exercisable as of March 31, 2022 2,557,002 $ 20.81 7.01 $ 4,513 For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 7,024,000 and $ 6,077,000 , respectively, related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements. As of March 31, 2022, total unamortized employee stock-based compensation was $ 57.1 million, which is expected to be recognized over the remaining estimated vesting peri od of 2.76 years. Performance Stock Options (“PSOs”) The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject to Outstanding PSOs Weighted Weighted average remaining contractual life (years) Outstanding balance at December 31, 2021 675,000 $ 29.60 8.94 Surrendered ( 400,000 ) $ 29.60 — Vested — — — Outstanding balance at March 31, 2022 275,000 $ 29.60 8.70 In February 2022, the Company and certain executive officers agreed to voluntarily surrender 400,000 of the PSOs. As a result of the surrender, the Company accelerated the total remaining expense on these options and recognized approximately $ 3.6 million in compensation expense during the quarter ended March 31, 2022. In February 2022, the Company's Chief Executive Officer and Chief Scientific Officer resigned from the Company. As a result, the unvested PSOs were cancelled and the life to date expense of approximately $ 1.6 million was reversed in the quarter ended March 31, 2022. For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 2,044,000 and $ 914,000 , respectively, related to these PSOs. As of March 31, 2022 , there was no remaining unamortized stock-based compensation related to PSOs. Restricted Stock Units (“RSUs”) The following table summarizes activity under the Company’s RSUs from the 2019 Plan and related information: RSUs Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 4.30 RSUs vested — — RSUs cancelled — — Unvested - March 31, 2022 1,013,500 $ 4.30 The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years . The total grant date fair value of the RSUs vested during the quarter ended March 31, 2021 was $ 0 . The aggregate intrinsic value of the shares of the RSUs vested during the quarter ended March 31, 2022 was $ 0 . For the three months ended March 31, 2022 and 2021, the Company recognized stock-based compens ation expense of $ 172,000 and $ 0 , respectively, related to these RSUs. As of March 31, 2022, total unamortized stock-based compensation related to RSUs was $ 4.2 mill ion, which is expected to be recognized over the remaining estimated vesting period of 1.92 years. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the three months ended March 31, 2022 and 2021 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): March 31, 2022 2021 General and administrative expense $ 4,431 $ 3,478 Research and development expense 4,809 3,513 Total stock-based compensation $ 9,240 $ 6,991 Employee Stock Purchase Plan On April 24, 2019, the Board adopted its 2019 Employee Stock Purchase Plan (“2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,133,165 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years , starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,589 shares; (ii) 1 % of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Board. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP. |