Stock-based compensation | Stock-based compensation The Company grants stock options, restricted stock units, and stock appreciation rights (“SARs”) under the 2021 Stock Option and Incentive Plan (“2021 Plan”) as awards to incentivize employee service. On January 1, 2023, the number of shares of common stock reserved for future issuance under the 2021 Plan was increased by 4,620,555 shares pursuant to an automatic annual increase. As of December 31, 2023, 5,082,189 shares were available for future grants under the 2021 Plan. On December 5, 2023, the Company’s Board of Directors approved an inducement equity incentive plan (the “2023 Inducement Plan”) effective January 1, 2024. The maximum aggregate number of shares that may be issued under the 2023 Inducement Plan is 2,500,000 shares of the Company’s common stock. Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the consolidated statements of operations and comprehensive loss as follows (in thousands): For the Years Ended December 31, 2023 2022 Research and development $ 4,604 $ 4,734 Selling, general and administrative 6,850 7,924 Total stock-based compensation expense $ 11,454 $ 12,658 Stock options Stock options generally vest 25% after one year from the date of the grant with the remainder vesting monthly over the following three-year period. Certain options have alternative vesting schedules including ratably over 1-4 years and immediate vesting. The Company recognizes forfeitures as they occur and uses the straight-line expense recognition method. Activity for stock options is shown below: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands $) Outstanding at December 31, 2022 11,429,399 $ 4.49 8.4 $ 2,949 Granted 10,961,227 1.98 Exercised (556,428) 1.10 373 Canceled/Forfeited (3,955,829) 3.99 Expired (773,864) 6.17 Outstanding at December 31, 2023 17,104,505 3.03 8.3 $ 30,661 Exercisable at December 31, 2023 4,710,013 $ 3.97 6.4 $ 7,112 Vested and expected to vest as of December 31, 2023 17,104,505 $ 3.03 8.3 $ 30,661 The aggregate intrinsic value of outstanding stock options as of December 31, 2023 was calculated based on the Company’s closing stock price of $4.20 per share as reported on the Nasdaq Global Select Market on such date. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $1.38 and $3.18, respectively, per share. The aggregate grant date fair value of options vested during the years ended December 31, 2023 and 2022 was $10.2 million and $9.6 million, respectively. As of December 31, 2023, total unrecognized stock-based compensation related to stock options was $20.2 million, which the Company expects to recognize over a remaining weighted average period of 2.7 years. Determination of fair value The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions: For the Years Ended December 31, 2023 2022 Expected term (in years) 5.2-6.1 5.5-6.1 Volatility 79%-81% 63%-65% Risk-free interest rate 3.4%-4.7% 1.6%-4.2% Dividend Yield —% —% The fair value of each stock option was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management. Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The Company’s stock options have a 10 years contractual term. The Company’s historical option exercise data is limited and did not provide a reasonable basis upon which to estimate an expected term. The expected term for options was derived by using the simplified method which uses the midpoint between the average vesting term and the contractual expiration period of the stock-based award. Expected Volatility—As the Company does not have sufficient trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. These companies are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards. Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the stock options’ expected term. Expected Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock underlying its stock options in the foreseeable future. The Company estimated the fair value of its common stock underlying the stock-based awards when performing fair value calculations using the Black-Scholes option pricing model. Restricted stock Prior to the IPO, the Company issued shares of restricted stock. Shares of restricted stock that do not vest are subject to the Company’s right of repurchase or forfeiture. In connection with its acquisitions of Denovium, Inc. and Totient, Inc., the Company issued restricted shares of common stock that vest over time subject to continued service. Activity for restricted shares is shown below: Number of shares Unvested as of December 31, 2022 1,013,308 Forfeitures (101,030) Vested (538,070) Unvested as of December 31, 2023 374,208 As of December 31, 2023, there was $0.8 million of unrecognized compensation expense related to the outstanding shares of restricted shares expected to be recognized over a remaining weighted-average period of 1.1 years. Restricted stock units generally vest ratably over a term of 1-4 years. The Company recognizes forfeitures as they occur and uses the straight-line expense recognition method. Activity for restricted stock units is shown below: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2022 36,129 $ 8.27 Granted 2,251,561 1.38 Vested (21,661) 4.26 Forfeitures (67,695) 2.86 Unvested as of December 31, 2023 2,198,334 $ 1.42 The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2023 and 2022 was $1.38 and $8.27 per share, respectively. The aggregate grant date fair value of restricted stock units vested during the years ended December 31, 2023 and 2022 was $0.1 million and $0.2 million, respectively. As of December 31, 2023, there was $2.9 million of unrecognized compensation expense related to the outstanding shares of restricted stock units expected to be recognized over a remaining weighted-average period of 2.7 years. Fair value of restricted stock units is calculated based on the Company’s closing stock price per share as reported on the Nasdaq Global Select Market on date of grant. Stock appreciation rights In January 2021, the Company issued SARs that are contingent upon a liquidity event that is not probable of occurrence; accordingly, no compensation expense has been recognized for these awards. The aggregate intrinsic value of the 394,736 SARs outstanding as of December 31, 2023 is $1.7 million based on the Company’s closing stock price of $4.20 per share as reported on the Nasdaq Global Select Market on such date. Under the Company’s 2020 Stock Option and Grant Plan and 2021 Plan, the Company has also granted a limited quantity of cash-settled SARs to certain employees and consultants based outside the United States. As of December 31, 2023, 192,617 of these SARs were outstanding with a weighted average exercise price of $4.36 per share. The fair value is remeasured at the end of each reporting period based on the Company’s stock price, with remeasurements reflected as an adjustment to compensation expense in the consolidated statements of operations and comprehensive loss for such period. As of December 31, 2023, the Company had recognized a less than $0.1 million liability for SARs classified within other long-term liabilities on the consolidated balance sheets. As of December 31, 2022, the Company had no liability for SARs. Employee stock purchase plan In July 2021, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in connection with the Company’s initial public offering. The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their regular compensation at a discount of 85% of the fair market value of the Company’s common stock on the first day or last day, whichever is less, of the applicable offering period, subject to any plan limitations. A total of 903,750 shares of common stock were reserved for issuance under the 2021 ESPP. On January 1, 2023, the number of shares of common stock reserved for issuance under the 2021 ESPP was increased by 924,111 shares pursuant to an automatic annual increase. As of December 31, 2023, 1,625,609 shares were available for future purchases under the 2021 ESPP. |