Stock Plan | 8. Stock Plan 2020 Equity Incentive Plan The 2020 Equity Incentive Plan (the “2020 Plan”) was approved by the board of directors on September 24, 2020. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares of common stock initially reserved for issuance under the 2020 Plan was 4,406,374 , which shall be increased, upon approval by the board of directors, on January 1, 2021 and each January 1 thereafter, in an amount equal to the least of (i) 4,406,374 shares of common stock, (ii) five percent ( 5 %) of the outstanding common stock on the immediately preceding December 31, or (iii) such number of common stock determined by the board of directors no later than the immediately preceding December 31. For 2022, the board’s compensation committee, as the 2020 Plan administrator, exercised its discretion under clause (iii) to increase the number of shares of common stock reserved for issuance under the 2020 Plan by a lesser amount of 1,363,084 shares, effective as of January 1, 2022. For 2023, the board’s compensation committee, as the 2020 Plan administrator, exercised its discretion under clause (iii) to increase the number of shares of common stock reserved for issuance under the 2020 Plan by a lesser amount of 1,830,853 shares, effective as of January 1, 2023. For 2024, the board’s compensation committee, as the 2020 Plan administrator, exercised its discretion under clause (iii) to increase the number of shares of common stock reserved for issuance under the 2020 Plan by a lesser amount of 2,572,174 shares, effective as of January 1, 2024. As of December 31, 2023, there were 4,474,411 shares available for issuance under the 2020 Plan. On September 9, 2022, the Company granted 374,899 Restricted Stock Units (RSUs) to employees pursuant to an employee retention program approved by the Board's compensation committee. The RSU’s have graded vesting on an annual basis for two years of continuous service, as per the 2020 Plan. The table below summarizes the annual grant activity under the 2020 Plan as of December 31, 2023: Shares Available Balances, December 31, 2022 4,618,292 Shares reserved for issuance 1,830,853 Options granted ( 2,062,125 ) Options forfeited / cancelled 70,291 RSU's forfeited 17,100 Balances December 31, 2023 4,474,411 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was approved by the board of directors on September 24, 2020. A total of 400,752 shares of common stock were initially reserved for issuance under this plan, which shall be increased, upon approval by the board of directors, on January 1, 2021 and each January 1 thereafter, to the lesser of (i) 801,504 shares of common stock, (ii) 1 % of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the board of directors or any of its committees no later than the last day of the immediately preceding fiscal year. For 2022, the board waived the annual increase to the shares reserved under the 2020 ESPP. For 2023, the 2020 ESPP reserved shares were increased under clause (iii) by 457,713 shares, effective as of January 1, 2023. For 2024, the 2020 ESPP reserved shares were increased under clause (iii) by 514,434 shares, effective as of January 1, 2024. On May 20, 2023, employees exercised their right to purchase 20,113 shares under the 2020 ESPP. On November 21, 2023, employees exercised their right to purchase 86,327 shares under the 2020 ESPP. As of December 31, 2023, 202,345 shares are issued or outstanding, and there were 1,056,832 shares available for issuance, under the 2020 ESPP. Stock Options The following table summarizes option activity for the year ended December 31, 2023: Options Outstanding Weighted- Weighted Remaining Aggregate Number Average Contractual Intrinsic of Exercise Life Value Options Price (in years) (in 000s) Balances, December 31, 2022 5,278,771 $ 10.40 6.82 $ 17,244 Options granted 2,062,125 $ 5.84 Options forfeited / cancelled ( 70,291 ) $ 13.75 Options exercised ( 297,141 ) $ 0.59 Balances December 31, 2023 6,973,464 $ 9.44 7.01 $ 990 At December 31, 2023 Vested and expected to vest 6,973,464 $ 9.44 7.01 $ 990 Exercisable 4,175,906 $ 8.95 5.79 $ 990 The weighted average grant date fair value of stock options granted during the years ended December 31, 2023, 2022, and 2021, was $ 4.03 , $ 10.92 , and $ 20.03 , respectively. The aggregate intrinsic value of options vested and exercisable as of December 31, 2023 and 2022 is calculated based on the difference between the exercise price and the fair value of our common stock. The intrinsic value of options exercised in 2023, 2022, and 2021, was $ 892 , $ 3,764 , and $ 18,534 , respectively. As of December 31, 2023, the total compensation cost related to nonvested service-based awards not yet recognized is $ 18,866 . The weighted-average period over which the nonvested awards is expected to be recognized is 2.5 years. The Company estimated the fair value of stock options using the Black-Scholes options valuation model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 3.45 % - 4.65 % 1.48 % - 4.34 % 0.35 % - 1.30 % Expected life (in years) 5.50 - 6.25 5.50 - 6.44 5.50 - 6.44 Dividend yield 0 % 0 % 0 % Expected volatility 75.21 % - 77.72 % 76.33 % - 81.00 % 76.50 % - 79.90 % The weighted average assumptions used to estimate the fair value of stock purchase rights under the ESPP are as follows: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 5.41 % 3.44 % 0.04 % Expected life (in years) 0.49 0.49 0.5 Dividend yield 0 % 0 % 0 % Expected volatility 76.27 % 77.00 % 77.83 % Risk Free Interest Rate: The risk-free rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding with the expected term of the option. Expected Term: The Company uses the simplified method to calculate expected term described in the SEC’s Staff Accounting Bulletin No. 107, which takes into account vesting term and expiration date of the options. Dividend Yield: The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, used an expected dividend yield of zero in the valuation model. Volatility: Volatility is based on the historical volatility of the Company's publicly traded shares for the expected term. Restricted Stock Units The following table presents RSU activity under the 2020 Plan as of December 31, 2023: Number of Weighted-Average Unvested shares at December 31, 2022 374,899 $ 13.6 Granted — — Vested ( 121,503 ) 13.6 Forfeited ( 17,100 ) 13.6 Unvested shares at December 31, 2023 236,296 13.6 As of December 31, 2023, there was $ 1,671 of unrecognized compensation cost related to RSUs that are expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 0.7 years. Stock-based compensation expense recorded under ASC 718 related to stock options and RSU's granted and common stock issued under the 2020 ESPP were allocated to research and development and general and administrative expense as follows: For the Year Ended December 31, (in thousands) 2023 2022 2021 Research and development $ 5,518 $ 3,466 $ 1,440 General and administrative 6,857 6,729 3,900 Total stock-based compensation $ 12,375 $ 10,195 $ 5,340 Stock-based compensation expense by award type included within the consolidated statements of operations is as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Stock options $ 9,745 $ 9,174 $ 4,938 Restricted stock units 2,413 790 — Employee stock purchase plan 217 231 402 Total stock-based compensation $ 12,375 $ 10,195 $ 5,340 |