Stock-Based Compensation | 12. Stock-Based Compensation Equity Incentive Plans 2019 Equity Incentive Plan In July 2019, Former Enliven adopted the 2019 Equity Incentive Plan (the “2019 Plan”) pursuant to which its board of directors may grant non-statutory stock options, stock appreciation rights, restricted stock, and restricted stock units to employees and non-employees and incentive stock options only to employees. After giving effect to the exchange ratio, the 2019 Plan initially authorized grants of awards of up to 374,076 shares of Former Enliven’s common stock. In April 2020, the board of directors increased the number of shares of Former Enliven’s common stock authorized for issuance under the 2019 Plan by 2,210,062 to 2,584,138 shares. Additionally, in December 2020, the board of directors approved an increase in the number of shares of Former Enliven’s common stock authorized for issuance under the 2019 Plan by 1,211,791 to 3,795,929 shares. In August 2022, the board of directors approved an increase in the shares authorized under the 2019 Plan of 885,315 shares, for a total authorized amount of 4,681,244 . The 2019 Plan was terminated as of the close of the Merger, and no shares remain available for future issuance under the 2019 Plan. Any options outstanding under the 2019 Plan remained outstanding and effective. 2016 Stock Incentive Plan The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provided for the grant of restricted stock, restricted stock units, stock appreciation rights, incentive stock options, non-statutory stock options and other stock-based awards to employees, officers, members of the board of directors, consultants and advisors of the Company. As of the effective date of the 2020 Equity Incentive Plan, no shares remained available for future issuance under the 2016 Plan. Any options or awards outstanding under the 2016 Plan remained outstanding and effective. 2020 Equity Incentive Plan On October 1, 2019, the Company’s board of directors adopted, and on February 26, 2020 the Company’s stockholders approved, the 2020 Equity Incentive Plan, which became effective on March 11, 2020 (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. On November 8, 2022, the Company’s board of directors adopted, and on February 22, 2023, the Company’s stockholders approved, the amendment and restatement of the 2020 Plan. Following the 1-to- 4 reverse stock split effected on February 23, 2023, the number of shares reserved for issuance under the 2020 Plan is equal to 4,275,000 shares of the Company’s common stock. The number of shares reserved shall be annually increased on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2024 and continuing until, and including, the fiscal year commencing January 1, 2032, equal to the least of (i) 4.5 % of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2020 Plan will be added back to the shares of common stock available for issuance under the 2020 Plan. As of December 31, 2023, 1,574,426 shares of the Company’s common stock remained available for issuance under the 2020 Plan. Awards granted under the Company’s equity plans expire no later than 10 years from the date of grant. Options and restricted stock granted to employees typically vest over a four-year period but may have been granted with different vesting terms. 2020 Employee Stock Purchase Plan On October 1, 2019, the Company’s board of directors adopted, and on February 26, 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on March 11, 2020. The ESPP permits eligible employees who elect to participate, in six-month offering periods, to purchase shares of common stock through payroll deductions at a price equal to 85 % of the fair market value of the common stock on the first or last business day of each applicable six-month offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 13 and December 13 each year. On November 8, 2022, the Company’s board of directors adopted, and on February 22, 2023, the Company’s stockholders approved, an amendment to the ESPP to increase its share reserve. Following the 1-to- 4 reverse stock split effected on February 23, 2023, the number of shares reserved for issuance under the ESPP is equal to 407,133 shares of the Company’s common stock. The number of shares reserved shall be annually increased on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2024 and continuing until, and including, the fiscal year commencing January 1, 2043, equal to the least of (i) 407,133 shares of the Company’s common stock, (ii) 1 % of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (iii) an amount determined by the Company’s board of directors. As of December 31, 2023 , 402,757 shares of the Company’s common stock remained available for issuance under the ESPP. The Company did no t issue any shares under the ESPP during the years ended December 31, 2023 and 2022. The Company had an outstanding liability of $ 53,000 and $ 0 at December 31, 2023 and 2022, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets, for employee contributions to the ESPP for shares pending issuance at the end of the offering period. As of December 31, 2023, total stock-based compensation cost not yet recognized related to stock purchase rights under the ESPP was $ 0.1 million, which is expected to be recognized over a weighted-average period of 0.5 years. Stock Options Effective August 9, 2022, Former Enliven’s board of directors repriced certain previously granted and still outstanding vested and unvested stock option awards under the 2019 Plan. As a result, the exercise price for these awards was lowered to $ 2.48 per share, which was the fair value of Former Enliven’s common stock on August 9, 2022. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 2,209,826 vested and unvested stock options outstanding as of August 9, 2022, with original exercise prices ranging from $ 4.68 to $ 7.56 , were repriced. The repricing on August 9, 2022 resulted in incremental stock-based compensation expense of $ 1.0 million, of which $ 0.3 million related to vested stock option awards and was expensed on the repricing date, and $ 0.7 million related to unvested stock option awards is being amortized on a straight-line basis over the remaining weighted-average vesting period of those awards of 2.9 years. The following table summarizes stock option activity: Stock Options Weighted-Average Weighted-Average Aggregate Outstanding - January 1, 2022 3,075,403 $ 3.64 9.1 $ 9,657 Options granted 391,653 5.66 Options exercised and vested ( 141,462 ) 3.72 Options cancelled and forfeited ( 8,923 ) 4.68 Outstanding - December 31, 2022 3,316,671 2.20 8.3 1,194 Assumption of options in connection with the Merger 449,900 28.40 — Options granted 2,563,778 21.65 — Options exercised and vested ( 316,194 ) 2.42 — Options cancelled and forfeited ( 196,816 ) 28.32 — Outstanding - December 31, 2023 5,817,339 11.90 7.9 35,692 Exercisable - December 31, 2023 2,457,579 6.41 6.7 24,169 Vested and expected to vest - December 31, 2023 5,817,339 11.90 7.9 35,692 The aggregate intrinsic values presented in the table above were calculated as the difference between the fair value of the Company’s common stock and the exercise price of outstanding stock options that had strike prices below the fair value of the Company’s common stock. The total intrinsic values of exercised and vested stock options during the years ended December 31, 2023 and 2022 were $ 4.5 million and $ 0.1 million, respectively, and were calculated on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The weighted-average grant date fair value of options granted during the years ended December 31, 2023 and 2022 were $ 15.62 and $ 4.00 per share, respectively. As of December 31, 2023, total compensation cost not yet recognized related to unvested stock options was $ 34.6 million, which is expected to be recognized over a weighted-average period of 2.6 years. Restricted stock awards Upon formation of Former Enliven in June 2019, Former Enliven issued approximately 3.0 million shares in restricted common stock to its founders at approximately $ 0.0003 per share. 25 % of the shares vested immediately upon issuance, with the remaining shares vesting evenly over 36 or 48 months. Vesting may be accelerated upon a change in control, as defined in the holder agreements. If the holders cease to have a business relationship with the Company, any unvested shares held by these individuals may be repurchased at their original purchase price. The unvested restricted stock is not considered outstanding for accounting purposes until the shares vest. As of December 31, 2023 and 2022, there were 0 and 41,499 founders' shares subject to repurchase, respectively. Additionally, between 2019 and 2020, Former Enliven issued a total of 197,262 shares of restricted stock to employees and consultants for aggregate consideration of $ 27,000 . The purchase price of the restricted stock was the estimated fair value on the grant date. The restricted stock awards are subject to vesting over a period of four to five years , and vesting may be accelerated upon a change in control, as defined in the holder agreements. If the holders cease to have a business relationship with the Company, any unvested shares held by these individuals may be repurchased at their original purchase price. The unvested restricted stock is not considered outstanding for accounting purposes until the shares vest. The following table summarizes restricted stock award activity (excluding founders' shares discussed above): Number of Shares Weighted-Average Grant Date Fair Value Unvested - January 1, 2022 97,903 $ 0.14 Granted — — Vested ( 47,446 ) 0.14 Forfeited — — Unvested - December 31, 2022 50,457 0.14 Granted Vested ( 42,977 ) 0.14 Forfeited Unvested - December 31, 2023 7,480 $ 0.14 As of December 31, 2023, total compensation cost not yet recognized was immaterial. Restricted stock units Restricted Stock Units ("RSUs") are valued at the market price of a share of the Company’s common stock on the date of grant. The following table summarizes RSU activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested - January 1, 2022 — $ — Granted — — Vested — — Forfeited — — Unvested - December 31, 2022 — — Granted 85,692 14.99 Vested ( 7,187 ) 22.75 Forfeited — — Unvested - December 31, 2023 78,505 $ 14.28 As of December 31, 2023, total compensation cost not yet recognized related to unvested RSUs was $ 1.1 million, which is expected to be recognized over a weighted-average period of 3.6 years. Stock-based compensation expense The allocation of stock-based compensation expense was as follows (in thousands): Year Ended December 31, 2023 2022 Research and development $ 6,000 $ 1,893 General and administrative 6,914 1,298 Total stock-based compensation expense $ 12,914 $ 3,191 The assumptions used in the Black-Scholes model to determine the fair value of stock option grants and stock purchase rights under the ESPP were as follows: Year Ended December 31, Stock Options 2023 2022 Expected term (years) 5.8 - 6.1 5.8 - 6.3 Expected volatility 82 % - 84 % 80 % Risk-free interest rate 3.3 % - 4.8 % 1.6 % - 3.0 % Expected dividend yield — % — % Year Ended December 31, ESPP 2023 2022 Expected term (years) 0.5 N/A Expected volatility 84 % N/A Risk-free interest rate 5.3 % N/A Expected dividend yield — % N/A |