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 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 number of shares initially reserved for issuance under the 2020 Plan was 6,665,891, which was cumulatively increased on January 1, 2021 and each January 1 thereafter by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. As of December 31, 2023, 4,585,580 shares remained available for issuance under the 2020 Plan. The number of authorized shares reserved for issuance under the 2020 Plan was increased by 2,065,822 shares effective as of January 1, 2024. 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. A total of 326,364 shares of common stock were initially reserved for issuance under this plan, which was cumulatively increased on January 1, 2021 and each January 1 thereafter by 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. As of December 31, 2023, 1,176,627 shares remained available for issuance under the 2020 Plan. The number of authorized shares reserved for issuance under the 2020 Plan was increased by 326,364 shares effective as of January 1, 2024. Option valuation The assumptions that the Company used to determine the grant-date fair value of options granted were as follows, presented on a weighted-average basis: December 31, 2023 2022 Risk-free interest rate 4.03 % 2.49 % Expected term (in years) 5.9 6.0 Expected volatility 80.1 % 76.2 % Expected dividend yield 0 % 0 % 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 4,496,050 $ 2.90 Exercised (5,370) $ 3.79 Cancelled or forfeited (1,646,245) $ 8.31 Expired (68,124) $ 28.26 Outstanding December 31, 2023 8,135,711 $ 7.85 8.0 $ 1,146 Options vested or expected to vest at December 31, 2023 8,135,711 $ 7.85 8.0 $ 1,146 Options exercisable at December 31, 2023 3,620,395 $ 12.78 6.6 $ 303 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 weighted-average grant-date fair value per share of options granted during the years ended December 31, 2023 and 2022 was $2.05 and $2.11, respectively. The total fair value of options vested during the years ended December 31, 2023 and 2022 was $8,473 and $15,392, respectively. Restricted stock Under terms of the restricted stock agreements covering the common stock, shares of restricted common stock are subject to a vesting schedule. The majority of restricted stock vests over a three-year period during which time all unvested stock will immediately be forfeited to the Company if the relationship between the recipient and the Company ceases. Subject to the continued employment (or other engagement of the recipient by the Company as described in the restricted stock agreements), all shares of restricted common stock become fully vested within three years of the vesting commencement date. The following table summarizes restricted stock activity: Number of shares Weighted average grant date fair value Unvested restricted common stock as of December 31, 2022 101,397 $ 5.92 Vested (63,397) $ 8.13 Cancelled or forfeited (17,201) $ 2.14 Unvested restricted common stock as of December 31, 2023 20,799 $ 2.41 The aggregate fair value of restricted stock that vested during the years ended December 31, 2023 and 2022 was $513 and $556, respectively. The Company had 239,475 performance restricted stock units outstanding at the beginning of the year ended December 31, 2023. For the year ended December 31, 2023, the Company granted no performance restricted stock units to its employees, released 27,475 performance restricted stock units due to the achievement of certain clinical development and/or financing milestones, had 193,000 performance restricted stock units expire, and had no performance restricted stock units forfeited. As of December 31, 2023, the Company had 19,000 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 December 31, 2023 and 2022, for performance-based restricted stock units that were outstanding, the achievement of milestones was considered probable for no shares and 3,063 shares, respectively. During the year ended December 31, 2023, two milestones for outstanding performance restricted stock units were achieved and the Company recognized stock-based compensation expense related to these milestones of $52. The milestones that had not been met were considered not probable, and therefore no expense has been recognized related to these awards in the years ended December 31, 2023 and 2022. Stock-based compensation expense The Company recorded stock-based compensation expense in the following award type categories included within its consolidated statements of operations and comprehensive loss: December 31, 2023 2022 Stock options $ 8,975 $ 11,365 Restricted stock units 270 559 Employee Stock Purchase Plan and Other 359 273 $ 9,604 $ 12,197 For the years ended December 31, 2023 and 2022, the Company issued 64,470 and 90,270 shares, respectively, of common stock out of the 2020 Plan under the Company’s 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 related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive loss: December 31, 2023 2022 Research and development $ 3,050 $ 5,277 General and administrative 6,554 6,920 $ 9,604 $ 12,197 As of December 31, 2023, total unrecognized compensation cost related to the unvested stock options was $9,859, which is expected to be recognized over a weighted average period of 2.6 years. As of December 31, 2023, total unrecognized compensation cost related to the unvested restricted stock units was $22, which is expected to be recognized over a weighted average period of 0.3 years. 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 includes 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. 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. For the years ended December 31, 2023 and 2022, there were 69,005 and 53,662 shares, respectively, issued under the 2020 ESPP. |