Stock-Based Compensation | 8. Stock-Based Compensation 2015 and 2018 Equity Incentive Plans In November 2015, the Company adopted the 2015 Equity Incentive Plan (“2015 Plan”). The 2015 Plan provides for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company under terms and provisions established by the board of directors. As of December 31, 2018, there were 3,291,597 shares of the Company’s common stock reserved for future issuance under the 2015 Plan upon the exercise of outstanding stock options. In June 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”), which became effective upon the execution of the underwriting agreement related to the IPO. As a result, the Company will not grant any additional awards under the 2015 Plan. The terms of the 2015 Plan and applicable award agreements will continue to govern any outstanding awards thereunder. The Company has initially reserved 3,000,000 shares of common stock for issuance under the 2018 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on the first day of January for a period of up to ten years, commencing on January 1, 2019, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. As of December 31, 2018, there were 2,886,650 shares available for future grants under the 2018 Plan. A summary of option activity under the 2015 Plan and 2018 Plan is as follows: Shares Issuable Under Options Weighted- Average Exercise Price Weighted- Average Remaining Contract Term Aggregate Intrinsic Value (in years) (in thousands) Balance, December 31, 2016 624,177 $ 2.02 9.35 $ 1,790 Options granted 1,756,056 5.08 Options exercised (107,783 ) 2.90 Options forfeited (169,922 ) 2.71 Balance, December 31, 2017 2,102,528 $ 4.47 9.43 $ 1,672 Options granted 1,426,038 9.44 Options exercised (63,865 ) 4.56 Options forfeited (59,854 ) 4.96 Balance outstanding December 31, 2018 3,404,847 $ 6.55 8.82 $ 31,388 Exercisable, December 31, 2018 2,167,142 $ 6.18 8.75 $ 20,771 Vested and expected to vest, December 31, 2018 3,404,847 $ 6.55 8.82 $ 31,388 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company's common stock for stock options that were in-the-money. The intrinsic value of options exercised for the years ended December 31, 2018, 2017 and 2016 was $554,000, $226,000 and $0, respectively. During the years ended December 31, 2018, 2017 and 2016, the estimated total grant-date fair value of the options vested was $2.3 million, $3.7 million and $1.1 million and the estimated weighted-average grant-date fair value of employee options granted was $6.14, $3.39 and $1.33 per share, respectively. As of December 31, 2018, there was $11.4 million of unrecognized stock-based compensation related to unvested stock options that is expected to be recognized over a weighted-average period of 3.3 years. Employees Share Purchase Plan (ESPP) In June 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“ESPP”), which became effective upon the execution of the underwriting agreement related to the IPO. The Company has initially reserved 450,000 shares of common stock for purchase under the ESPP. The initial offering period began June 27, 2018 and will end on August 15, 2020 with purchase dates of February 15, 2019, August 15, 2019, February 15, 2020, and August 15, 2020. Each subsequent offering will be approximately 24 months long and will consist of four purchase periods with purchase dates occurring on February 15 and August 15 of each year. On each purchase date, ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. Stock-Based Compensation The Company uses the grant date fair value of its common stock to value options when granted. The Company measures its stock-based awards granted to employees and directors based on the estimated fair values of the awards and recognizes the compensation over the requisite service period. In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and its determination generally requires significant judgment. Expected term —The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method, as we do not have sufficient historical data to use any other method to estimate expected term. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. Expected volatility —Since the Company has limited trading history for its common stock due to its short trading history, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. Dividend yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of employee and director stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (years) 5.48 - 6.44 6.0 6.0 Expected volatility 65.8% - 70.8% 75.5% 75% Weighted average risk-free interest rate 2.51% - 3.10% 1.77% – 2.21% 1.25% – 2.08% Dividend yield 0% 0% 0% The fair value of the ESPP is estimated using the Black-Scholes option pricing model. For the year ended December 31, 2018, the weighted average grant date fair value per share for the ESPP was $6.95. Stock-based compensation expense for the ESPP was $423,000 for the year ended December 31, 2018. For the year ended December 31, 2018, the fair value of ESPP was estimated using the following assumptions: Year Ended December 31, 2018 Expected term (years) 0.58 - 2.08 Expected volatility 66% - 68% Weighted average risk-free interest rate 2.14% - 2.53% Dividend yield 0% The ESPP commenced in June 2018. No shares of common stock were purchased pursuant to the ESPP in 2018. Cash received from payroll deductions pursuant to the ESPP in 2018 was $473,000. Total stock-based compensation was as follows: Year Ended December 31, 2018 2017 2016 (in thousands) Research and development $ 1,193 $ 206 $ 93 General and administrative 2,238 518 152 Total $ 3,431 $ 724 $ 245 Restricted Stock The Company typically allows its employees and directors to exercise options granted under the 2015 Plan prior to vesting. The Company also has issued restricted stock purchase awards to employees and directors under the 2015 Plan. The shares related to early exercised stock options and restricted stock purchase awards are subject to the Company’s lapsing repurchase right upon termination of employment at the original purchase price. In order to vest, the holders are required to provide continued service to the Company. The proceeds are initially recorded in other long-term liabilities and are reclassified to common stock and paid-in capital as the repurchase right lapses. As of December 31, 2018 and 2017, there was $144,000 and $255,000 recorded in other long-term liabilities related to shares held by employees and directors that were subject to repurchase. A summary of restricted stock activity follows for the years ended December 31, 2017 and 2018: Number of Restricted Shares Outstanding Unvested shares—December 31, 2016 299,327 Early exercised options 32,258 Restricted shares vested (174,596 ) Unvested shares—December 31, 2017 156,989 Early exercised options 11,418 Restricted shares vested (77,420 ) Repurchased by the Company (41,935 ) Unvested shares—December 31, 2018 49,052 |