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, 2023, 1,457,371 shares of common stock, representing 4% of the Company’s outstanding shares of common stock as of December 31, 2022, 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, 2023. 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 Six Months Ended 2023 2022 2023 2022 Stock options $ 2,475 $ 3,000 $ 4,930 $ 6,193 Restricted stock units 80 189 191 310 Employee Stock Purchase Plan and Other 91 63 196 124 $ 2,646 $ 3,252 $ 5,317 $ 6,627 For the six months ended June 30, 2023, the Company issued 44,479 shares of common stock out of its 2020 Plan under its 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 Six Months Ended 2023 2022 2023 2022 Research and development $ 833 $ 1,526 $ 1,782 $ 3,054 General and administrative 1,813 1,726 3,535 3,573 $ 2,646 $ 3,252 $ 5,317 $ 6,627 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, 2022 5,359,400 $ 12.40 7.8 $ 76 Granted 3,226,650 $ 2.70 Cancelled or forfeited (350,424) $ 10.61 Expired (68,124) $ 28.26 Outstanding June 30, 2023 8,167,502 $ 8.51 8.3 $ 11,313 Options vested or expected to vest at June 30, 2023 8,167,502 $ 8.51 8.3 $ 11,313 Options exercisable at June 30, 2023 3,265,021 $ 13.61 6.9 $ 1,610 For the six months ended June 30, 2023, total unrecognized compensation cost related to the unvested stock-options was $15,169, which is expected to be recognized over a weighted average period of 2.2 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, 2023: Number of shares Weighted average grant date fair value Unvested restricted common stock as of December 31, 2022 101,397 $ 5.92 Vested (15,834) $ 13.25 Cancelled or forfeited (8,309) $ 2.14 Unvested restricted common stock as of June 30, 2023 77,254 $ 4.82 The total fair value of time-based restricted stock units vested during the six months ended June 30, 2023 was $210. For the six months ended June 30, 2023, total unrecognized compensation cost related to the time-based unvested restricted stock units was $117, which is expected to be recognized over a weighted average period of 0.7 years. The Company had 239,475 performance restricted stock units outstanding at the year ended December 31, 2022. For the six months ended June 30, 2023, the Company granted no performance restricted stock units to its employees related to the achievement of certain clinical development and/or financing milestones, released 9,616 performance restricted stock units due to the achievement of certain milestones, expired 193,000 performance restricted stock units, and had no performance restricted stock units forfeited. As of June 30, 2023, the Company had 36,859 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 June 30, 2023, for performance-based restricted stock units that were outstanding, the achievement of milestones was considered probable for 17,859 shares. As of June 30, 2023, two milestones for outstanding performance restricted stock units were achieved. For the six months ended June 30, 2023, the Company recognized stock-based compensation expense related to these milestones of $45. The milestones that had not been met were considered not probable, and therefore no expense had been recognized related to these awards in the six months ended June 30, 2023. 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 six months ended June 30, 2023 and 2022, there were 33,202 and 31,341 shares, respectively, issued under the 2020 ESPP. |