Incentive Stock Options and Restricted Stock | 8. Incentive Stock Options and Restricted Stock 2018 Equity Incentive Plan On March 7, 2018, the Company’s Board of Directors (the “Board of Directors”), subject to stockholder approval, adopted, and on June 15, 2018, its stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”), which became effective on June 27, 2018. The 2018 Plan provides for the grant of incentive stock options, non-qualified The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,512,187, plus the number of shares (up to 1,013,167 shares) equal to the sum of (i) the number of shares remaining available for issuance under the 2016 Stock Incentive Plan, as amended (the “2016 Plan”), upon the effectiveness of the 2018 Plan, which was 360,514 shares, and (ii) the number of shares of common stock subject to outstanding awards under the 2016 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. The number of shares of common stock that may be issued under the 2018 Plan will automatically increase on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2028, by an amount equal to the lowest of (i) 3,349,582 shares, (ii) 4% of the outstanding shares of common stock on such date and (iii) an amount determined by the Board of Directors. As of December 31, 2019, there were 4,829,847 shares of common stock reserved for issuance under the 2018 Plan. On January 1, 2020, the number of shares of common stock that may be issued under the 2018 Plan increased by 2,400,829 shares of common stock. During the three months ended March 31, 2020, a total of 12,723 shares issued under the 2016 Plan have been cancelled and rolled over to the 2018 Plan, such that The 2018 Plan is administered by the Board of Directors. The exercise prices, vesting periods and other restrictions are determined at the discretion of the Board of Directors, except that the exercise price per share of options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the 2018 Plan expire 10 years after the grant date, unless the Board of Directors sets a shorter term. Awards granted to employees, officers, members of the Board of Directors and consultants typically vest over a period of one to four years. Typically, unvested stock options are forfeited upon the recipient ceasing to provide services to the Company. 2018 Employee Stock Purchase Plan On March 7, 2018, the Board of Directors, subject to stockholder approval, adopted, and on June 15, 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), which became effective on June 27, 2018. A total of 418,697 shares of common stock were initially reserved for issuance under this plan. The number of shares of common stock that may be issued under the 2018 ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2019 and continuing for each fiscal year until, and including, the fiscal year commencing on January 1, 2029, by an amount equal to the lowest of (i) 837,395 shares, (ii) 1% of the outstanding shares of common stock on such date and (iii) an amount determined by the Board of Directors. In December 2019, the Board of Directors elected to add no shares of common stock to the 2018 ESPP. As of March 31, 2020, 870,096 shares of common stock were reserved for issuance under this plan and no shares had been issued under the 2018 ESPP. 2016 Stock Incentive Plan The 2016 Plan provided for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units. Shares that are expired, terminated, surrendered or canceled under the 2016 Plan without having been exercised will be available for future grants of awards under the 2018 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards under the 2018 Plan. The 2016 Plan is administered by the Board of Directors. The exercise prices, vesting periods and other restrictions were determined at the discretion of the Board of Directors, except that the exercise price per share of options could not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the 2016 Plan expire 10 years after the grant date, unless the Board of Directors set a shorter term. Stock options and restricted stock granted to employees, officers, members of the Board of Directors and consultants typically vest over a four-year period. Upon the effectiveness of the 2018 Plan on June 27, 2018, no further awards will be made under the 2016 Plan, but awards outstanding under the 2016 Plan will continue to be governed by their existing terms. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2019 (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Intrinsic Value (in years) Outstanding as of December 31, 2019 8,646,378 $ 8.06 8.42 $ 3,687 Granted 2,369,168 $ 7.66 Exercised (15,596 ) $ 8.49 Forfeited (16,723 ) $ 9.16 Outstanding as of March 31, 2020 10,983,227 $ 7.97 8.56 $ 22,260 Exercisable as of March 31, 2020 4,287,057 $ 7.72 7.88 $ 9,685 Vested and expected to vest as of March 31, 2020 10,983,227 $ 7.97 8.56 $ 22,260 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2020 and 2019 was less than $0.1 million and $0.4 million, respectively. The weighted average grant-date fair value per share of stock options granted was $4.67 and $5.25 during the three months ended March 31, 2020 and 2019, respectively. Stock Option Valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company completed its IPO in July 2018 and therefore lacks company-specific historical and implied volatility information before that date. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted to employees and directors: Three Months Ended March 31, 2020 2019 Risk-free interest rate 0.86 % 2.47 % Expected term (in years) 6.1 6.0 Expected volatility 68.0 % 73.9 % Expected dividend yield 0 % 0 % Restricted Common Stock The following table summarizes the Company’s restricted stock activity since December 31, 2019: Number of Shares Weighted Average Grant-Date Fair Value Unvested restricted common stock outstanding as of December 31, 2019 34,168 $ 1.28 Forfeited restricted common stock — $ — Vested restricted common stock (27,405 ) $ 1.28 Unvested restricted common stock outstanding as of March 31, 2020 6,763 $ 1.28 Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development expenses $ 1,454 $ 869 General and administrative expenses 1,718 1,090 $ 3,172 $ 1,959 As of March 31, 2020, total unrecognized compensation cost related to the unvested stock-based awards was $32.1 million, which is expected to be recognized over a weighted average period of 2.7 years. |