Equity Incentive Plan and Stock-Based Compensation Expense | 10. Equity Incentive Plan and Stock-Based Compensation Expense 2020 Equity Incentive Plan The Company adopted the 2020 Equity Incentive Plan (the 2020 Plan) in October 2020. The 2020 Plan is a successor to and continuation of the Amended and Restated 2016 Equity Incentive Plan (the 2016 Plan) and provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants. A total of 2,647,684 shares of common stock were approved to be initially reserved for issuance under the 2020 Plan. In addition, the number of shares of common stock available for issuance under the 2020 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2020 Plan, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to 5 % of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Company’s Board of Directors. Following the effectiveness of the 2020 Plan, no further grants will be made under the 2016 Plan; however, shares subject to awards granted under the 2016 Plan will continue to be governed by the 2016 Plan. Under the Plan, the Board of Directors determines the per share exercise price of each stock option, which for ISOs shall not be less than 100 % of the fair market value of a share on the date of grant; provided that the exercise price of an ISO granted to a stockholder who at the time of grant owns stock representing more than 10 % of the voting power of all classes of stock (a 10% stockholder) shall not be less than 110 % of the fair market value of a share on the date of grant. The Board of Directors determines the period over which options vest and become exercisable. Options granted to new employees generally vest over a four-year period: 25 % of the shares vest on the first anniversary from the vesting commencement date of the option and an additional 1/48th of the shares vest on each monthly anniversary thereafter, subject to the employee’s continuous service through each vesting date. The Board of Directors also determines the term of options, provided the maximum term for ISOs granted to a 10% stockholder must be no longer than five years from date of grant and the maximum term for all other options must be no longer than ten years from date of grant. If an option holder’s service terminates, options generally terminate three months from the date of termination except under certain circumstances, such as death or disability. Under the 2020 Plan and the 2016 Plan, individuals can be granted the ability to early exercise their options. There were no shares, related to the early exercise of options, subject to repurchase by the Company as of December 31, 2021. As of December 31, 2021, a total of 3,810,703 shares were authorized to be issued under the 2020 Plan and 2,636,506 shares remained available for issuance, and a total of 1,501,745 shares were authorized for issuance under the 2016 Plan and no shares remained available for issuance. A summary of the Company’s stock option activity and related information is as follows (in thousands, except share and per share amounts): Outstanding Weighted- Weighted- Aggregate Balance as of December 31, 2019 859,322 $ 1.20 7.9 $ 209 Granted 1,775,808 3.33 — — Exercised ( 57,614 ) 0.89 — — Forfeited/Cancelled ( 298,745 ) 1.86 — — Balance as of December 31, 2020 2,278,771 2.78 8.6 $ 49,059 Granted 947,917 10.78 — — Exercised ( 211,439 ) 1.55 — — Forfeited/Cancelled ( 799,307 ) 7.30 — — Balance as of December 31, 2021 2,215,942 $ 4.72 6.9 $ 3,959 Vested and expected to vest as of December 31, 2,181,939 $ 4.72 6.9 $ 3,959 Vested and exercisable as of December 31, 2021 961,313 $ 3.54 3.9 $ 2,209 Stock options vested and expected to vest differs from total stock options outstanding as it excludes performance-based stock options for which the performance criteria have not been achieved as of December 31, 2021. The aggregate intrinsic values of options outstanding and exercisable were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock as of the respective balance sheet date. The total intrinsic value of options exercised was $ 2.0 million and $ 0.3 million for the year ended December 31, 2021 and 2020, respectively. The Company recognizes compensation expense for stock option awards granted to employees and non-employee on a straight-line basis over the requisite service period of the award, generally four years . During the years ended December 31, 2021 and 2020, the Company granted options to purchase an aggregate of 947,917 and 1,775,808 shares of common stock to grantees with a weighted-average exercise price of $ 10.78 and $ 3.33 per share, respectively. For the years ended December 31, 2021 and 2020, the weighted-average fair value of options granted was $ 8.55 and $ 3.56 per share, respectively, and was estimated using the Black-Scholes option-pricing model, with the following weighted-average assumptions: 2021 2020 Expected term (in years) 6.0 6.0 Expected volatility 102.8 % 80.1 % Risk-free interest rate 0.9 % 0.4 % Expected dividend rate 0.0 % 0.0 % Restricted Stock Units (RSUs) A summary of the Company’s RSU activity and related information is as follows (in thousands, except share and per share amounts) : RSUs Shares Weight-Average Grant Date Fair Value Per Share Unvested balance as of December 31, 2020 — $ — Granted 460,000 2.48 Vested — — Forfeited — — Unvested balance as of December 31, 2021 460,000 $ 2.4 8 In December 2021, the Company granted 460,000 RSUs, including 230,000 RSUs subject to time-based vesting in installments through June 30, 2023, and 230,000 RSUs subject to performance-based vesting conditions related to the satisfaction of certain clinical development milestones. 2020 Employee Stock Purchase Plan The Company’s Board of Directors adopted and the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the ESPP) in October 2020. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their eligible compensation. At the end of each purchase period, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock as of the offering date or the applicable purchase date. A total of 220,640 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2021 and ending with January 1, 2030, by an amount equal to the lessor of (i) 1 % of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year, (ii) 441,280 shares of common stock or (iii) such lesser amount as determined by the Board of Directors. Except for the initial offering period, the ESPP provides for 24-month offering periods starting every January 1 st and July 1 st , each consisting of four six-month purchase periods . During the year ended December 31, 2021, 20,043 shares of common stock were issued under the ESPP. As of December 31, 2021, 433,200 shares of common stock remained available for issuance under the ESPP. Fair Value of Stock Options and ESPP Shares The fair market value of both stock options and the option component of shares purchased under the ESPP was estimated using the Black-Scholes option pricing model. The description of the significant assumptions used in the model are as follows: ▪ Expected Term . The expected term is based on the simplified method, as the Company’s stock options have the following characteristics: (i) granted at-the-money; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable, or “plain vanilla” options, and the Company has limited history of exercise data. For the ESPP, the expected term is based on the term of the purchase period. ▪ Expected Volatility . The expected volatility is estimated based on the historical volatilities for comparable publicly traded biopharmaceutical companies. In evaluating similarity, the Company considered factors such as market capitalization, stage of development, area of specialty, and stock-specific attributes. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. ▪ Risk-Free Interest Rate . The risk-free interest rate is based on U.S. Treasury constant maturity rates with remaining terms similar to the expected term of the options. ▪ Expected Dividend Rate . The Company has never paid any dividends and does not plan to pay dividends in the foreseeable future, and, therefore, used an expected dividend rate of zero in the valuation model. ▪ Forfeitures . The Company accounts for forfeitures as they occur. The Company recognizes compensation expense for stock option awards granted on a straight-line basis over the requisite service period of the award, generally four years . During the years ended December 31, 2021 and 2020, the Company granted options to purchase an aggregate of 947,917 and 1,775,808 shares of common stock to grantees with a weighted-average exercise price of $ 10.78 and $ 3.33 per share, respectively. For the years ended December 31, 2021 and 2020, the weighted-average fair value of options granted was $ 8.55 and $ 3.56 per share, respectively, and was estimated using the Black-Scholes option-pricing model, with the following weighted-average assumptions: 2021 2020 Expected term (in years) 6.0 6.0 Expected volatility 102.8 % 80.1 % Risk-free interest rate 0.9 % 0.4 % Expected dividend rate 0.0 % 0.0 % The Company recognizes compensation expense for its ESPP awards on a straight-line basis over the requisite service period for the entire award, typically two years . Total compensation expense related to the ESPP for the year ended December 31, 2021 and 2020 was $ 0.1 million and $ 32 thousand, respectively. The following assumptions were used to calculate stock-based compensation for each stock purchase right granted under the ESPP: 2021 2020 Expected term (in years) 1.4 1.5 Expected volatility 78.7 % 90.8 % Risk-free interest rate 0.1 % 0.2 % Expected dividend rate 0.0 % 0.0 % Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the Company’s statement of operations during the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Research and development $ 1,045 $ 327 General and administrative 2,913 428 Total stock-based compensation expense $ 3,958 $ 755 During 2020, the Company granted options to purchase 127,042 shares of common stock to certain executive officers with performance criteria stipulating that no shares will vest unless certain financing and other related milestones are achieved. In January 2021, the Board determined that the performance-based vesting criteria of such options had been satisfied, which was deemed a modification. The fair value of the modified awards was $ 2.4 million. For the year ended December 31, 2021, the Company recorded stock-based compensation of $ 0.9 million in connection with the modification. As of December 31, 2021, there was approximately $ 5.7 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over an estimated weighted-average vesting term of 2.8 years. As of December 31, 2021, there was approximately $ 0.8 million of unrecognized stock-based compensation expense related to RSUs, which is expected to be recognized over an estimated weighted-average vesting term of 1.3 years. |