Stock-based Compensation Expense | 9. Stock-based Compensation Expense 2016 Stock Incentive Plan In July 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”), which provided for the grant of restricted stock awards, restricted stock units, incentive stock options, non-statutory stock options, and other stock-based awards to the Company’s eligible employees, officers, directors, consultants, and advisors. As of the effective date of the 2019 Stock Incentive Plan (the “2019 Plan”), and as of March 31, 2024 , no shares remained available for future issuance under the 2016 Plan. Any options or other awards outstanding under the 2016 Plan remain outstanding and effective. 2019 Stock Incentive Plan On July 2, 2019, the Company’s stockholders approved the 2019 Plan, which became effective on July 17, 2019. The 2019 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards to the Company’s officers, employees, directors, consultants and advisors. The number of shares initially reserved for issuance under the 2019 Plan was 2,017,142 shares, plus the shares of common stock remaining available for issuance under the 2016 Plan as of July 17, 2019. The number of shares reserved was annually increased on January 1, 2020 and will be increased each January 1 thereafter through January 1, 2029 by the least of (i) 2,000,000 shares, (ii) 4 % of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2024, the number of shares reserved for issuance under the 2019 Plan was increased by 2,000,000 shares. As of March 31, 2024, there were 3,008,629 shares available for future issuance under the 2019 Plan. The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2016 Plan or the 2019 Plan will be added back to the shares of common stock available for issuance under the 2019 Plan. As of July 17, 2019, no further awards will be made under the 2016 Plan. 2022 Inducement Stock Incentive Plan In February 2022, the Company’s board of directors adopted the 2022 Inducement Stock Incentive Plan (the “Inducement Plan”), pursuant to which the Company may grant, subject to the terms of the Inducement Plan and Nasdaq rules, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The Company initially reserved a total of 1,750,000 shares of common stock for the issuance of awards under the Inducement Plan. The number of shares reserved and available for issuance under the Inducement Plan can be increased at any time with the approval of the Company’s board of directors. The Inducement Plan permits the board of directors, a delegated committee of the board of directors, or a delegated officer of the Company to grant the stock-based awards available under the Inducement Plan to attract key employees for the growth of the Company. Effective March 8, 2023, the Company’s board of directors amended the Inducement Plan to increase the number of shares reserved for issuance by 2,000,000 shares. Effective May 18, 2023, the Company’s board of directors amended the Inducement Plan to increase the number of shares reserved for issuance by 1,400,000 shares. As of March 31, 2024, there were 390,314 shares available for future issuance under the Inducement Plan. Stock Options Stock options granted by the Company typically vest over a four-year period and have a ten year contractual term. Shares issued upon the exercise of stock options are issued from the Company’s pool of authorized but unissued common stock. In addition to stock options granted under the 2019 Plan and 2016 Plan, the Company has granted stock options as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4), which were granted outside of the 2019 Plan and 2016 Plan. The following table summarizes the Company’s stock option activity during the three months ended March 31, 2024: Number of Weighted Weighted Aggregate Outstanding at December 31, 2023 9,972,217 $ 8.44 8.49 $ 15,114,074 Granted 2,629,058 7.59 Exercised ( 214,094 ) 7.71 Cancelled ( 97,829 ) 9.22 Outstanding at March 31, 2024 12,289,352 $ 8.26 8.64 $ 35,107,034 Exercisable at March 31, 2024 3,365,888 $ 12.71 7.19 $ 2,509,520 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock as of the balance sheet date for those options that had exercise prices lower than the fair value of the Company’s common stock. The weighted average grant date fair value of stock options granted in the three months ended March 31, 2024 was $ 6.23 per share. The total intrinsic value of stock options exercised during the three months ended March 31, 2024 was $ 0.8 million. The fair value of stock options granted during the three months ended March 31, 2024 and 2023 has been calculated on the date of grant using the following weighted average assumptions: Three Months Three Months Risk-free interest rate 4.1 % 3.8 % Expected dividend yield 0.0 % 0.0 % Expected term (years) 6.0 6.0 Expected stock price volatility 103.1 % 94.3 % Restricted Stock Units The Company has also granted restricted stock units. The shares of common stock underlying restricted stock units typically vest over a four-year period. The shares of common stock are recorded in stockholders’ equity as they vest. The following table summarizes the Company’s restricted stock unit activity during the three months ended March 31, 2024: Number of Weighted Unvested at December 31, 2023 75,017 $ 10.77 Granted 70,445 6.95 Vested ( 11,550 ) 12.53 Cancelled ( 5,203 ) 9.38 Unvested at March 31, 2024 128,709 $ 8.58 Stock-based Compensation Expense The total compensation cost recognized in the statements of operations and comprehensive loss associated with all stock-based compensation awards granted by the Company is as follows (in thousands) : Three Months Ended 2024 2023 General and administrative $ 2,587 $ 3,408 Research and development 1,329 845 Total stock-based compensation expense $ 3,916 $ 4,253 As of March 31, 2024 , the Company had an aggregate of $ 42.8 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.99 years. 2019 Employee Stock Purchase Plan On July 2, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 17, 2019. A total of 252,142 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of common stock reserved under the ESPP was increased on January 1, 2020, and will be increased annually on each January 1 thereafter through January 1, 2029, by the least of (i) 428,571 shares of common stock, (ii) 1 % of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2024, the number of shares reserved for issuance under the 2019 ESPP was increased by 428,571 shares. As of March 31, 2024, there were 1,774,696 shares available for future issuance under the ESPP. |