STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2020 Stock Option and Incentive Plan The 2020 Stock Option and Incentive Plan (the “2020 Plan”) was approved by the Company’s board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020 and became effective on the date immediately prior to the date on which the registration statement for the Company’s initial public offering (“IPO”) was declared effective. 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 2020 Plan provides for an annual increase, to be added on the first day of each fiscal year, by up to 4% of the Company’s outstanding shares of common stock as of the last day of the prior year. On January 1, 2022, 1,449,384 shares of common stock, representing 4% of the Company’s outstanding shares of common stock as of December 31, 2021, were added to the 2020 Plan. 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was approved by the Company’s board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020, and became effective on the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. The 2020 ESPP provides for an annual increase, to be added on the first day of each fiscal year, by up to 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31. The number of authorized shares reserved for issuance under the 2020 ESPP was increased by 326,364 shares effective as of January 1, 2022. Stock-based compensation expense The Company recorded stock-based compensation expense in the following award type categories included within the condensed consolidated statements of operations and comprehensive loss: Three Months Ended 2022 2021 Stock options $ 3,193 $ 2,794 Restricted stock units 121 270 Employee Stock Purchase Plan and Other 61 30 $ 3,375 $ 3,094 For the three months ended March 31, 2022, the Company issued 13,038 shares of common stock out of our 2020 Plan under our policy where non-employee directors may elect to receive their compensation in the form of common stock in lieu of cash. The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss: Three Months Ended 2022 2021 Research and development $ 1,528 $ 1,620 General and administrative 1,847 1,474 $ 3,375 $ 3,094 Options The following table summarizes the stock option activity under the Company’s equity awards plans: Options Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Intrinsic Value (in thousands) Outstanding December 31, 2021 4,903,839 $ 17.38 7.6 $ 847 Granted 1,366,350 $ 3.78 Exercised (3,565) $ 3.20 Cancelled or forfeited (347,830) $ 16.59 Outstanding March 31, 2022 5,918,794 $ 14.29 8.2 $ 56 Options vested or expected to vest at March 31, 2022 5,918,794 $ 14.29 8.2 $ 56 Options exercisable at March 31, 2022 2,082,574 $ 16.05 6.9 $ 49 For the three months ended March 31, 2022, total unrecognized compensation cost related to the unvested stock-options was $29,471, which is expected to be recognized over a weighted average period of 2.5 years. Restricted stock units The fair values of restricted stock units are based on the market value of the Company’s stock on the date of the grant. Under terms of the time-based restricted stock agreements covering the common stock, shares of restricted common stock are subject to a vesting schedule. The following table summarizes time-based restricted stock activity since January 1, 2022: Number of shares Weighted average grant date fair value Unvested restricted common stock as of December 31, 2021 30,667 $ 29.53 Granted 20,075 $ 3.79 Vested (5,000) $ 28.69 Unvested restricted common stock as of March 31, 2022 45,742 $ 18.32 The total fair value of time-based restricted stock units vested during the three months ended March 31, 2022 was $143. For the three months ended March 31, 2022, total unrecognized compensation cost related to the time-based unvested restricted stock units was $591, which is expected to be recognized over a weighted average period of 1.2 years. For the three months ended March 31, 2022, the Company granted to its employees 193,000 performance restricted stock units related to the achievement of certain clinical development and/or financing milestones. As of March 31, 2022, the Company had 212,000 performance restricted stock units outstanding. Recognition of stock-based compensation expense associated with performance restricted stock units commences when the performance conditions are considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. As of March 31, 2022, for performance-based restricted stock units that were outstanding, the achievement of the milestones that had not been met was considered not probable, and therefore no expense has been recognized related to these awards in the three months ended March 31, 2022. Employee stock purchase plan The 2020 ESPP enables eligible employees to purchase shares of the Company's common stock at the end of each six-month offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Eligible employees generally included all employees. Offering periods begin on the first trading day of January and July of each year and end on the last trading day in June and December of each year, except for the first offering period which began on the first trading day in March and ended on the last trading day in June. Share purchases are funded through payroll deductions of up to 10% of an employee’s eligible compensation for each payroll period, up to $25 each calendar year. During the three months ended March 31, 2022 and 2021, there were 31,341 and no shares, respectively, issued under the 2020 ESPP. |