Equity | 9. Stock-Based Compensation In 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the Board and consultants of the Company under terms and provisions established by the Board. Under the terms of the 2015 Plan, options may be granted at an exercise price not less than fair market value. The Company generally grants stock-based awards with service conditions only. Options granted typically vest over a four-year period but may be granted with different vesting terms. In January 2019, the Company’s b oard of directors adopted and stockholders approved the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which became effective immediately prior to the execution of the underwriting agreement for the Company’s IPO in February 2019, at which point the 2015 Plan was terminated and no further grants were made under the Company’s 2015 Plan. However, all outstanding stock awards granted pursuant to the 2015 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards. As of December 31, 2018 and 2017, there were 132,394 shares and 237,182 shares reserved by the Company to grant under the 2015 Plan, respectively. The following summarizes option activity under the 2015 Plan: Weighted Weighted Average Number of Average Remaining Aggregate Outstanding Exercise Contractual Intrinsic Options Price Life Value (in years) (in thousands) Balance as of December 31, 2016 286,739 $ 0.59 9.35 $ 70 Options granted 1,686,997 1.16 Options exercised (97,373 ) 0.59 Options cancelled (85,064 ) 0.59 Balance as of December 31, 2017 1,791,299 1.13 9.24 $ 881 Options granted 1,762,147 2.06 Options exercised (198,943 ) 1.35 Options cancelled (30,515 ) 1.29 Balance as of December 31, 2018 3,323,988 1.61 9.07 $ 1,675 Vested and expected to vest as of December 31, 2018 3,323,988 1.61 9.07 $ 1,675 Exercisable as of December 31, 2018 548,332 0.93 8.11 $ 651 As of December 31, 2018, 3,902,175 of options were authorized for the grant of options. The aggregate intrinsic values of options outstanding, vested and exercisable, and vested and expected to vest were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock, as determined by the Board of Directors. The intrinsic value of options exercised for the years ended December 31, 2018, 2017 and 2016 was $0.1 million, zero, and zero, respectively. There is no future tax benefit related to options exercised, as the Company has accumulated net operating losses at December 31, 2018, 2017 and 2016. During the years ended December 31, 2018, 2017 and 2016, the estimated weighted-average grant-date fair value of the employee options vested was $0.81, $0.72 and $0.68 per share, respectively, and the estimated weighted-average grant-date fair value of employee options granted was $1.41, $0.92 and $0.67 per share, respectively. As of December 31, 2018, there was $3.2 million of unrecognized stock-based compensation related to unvested stock options that is expected to be recognized over a weighted-average period of 3.4 years. The fair value of employee and director stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2018 2017 2016 Expected term (years) 6.06 6.33 6.03 Expected volatility 76.08% 73.39% 91.35% Risk-free interest rate 2.89% 2.03% 1.37% Expected dividend 0% 0% 0% The fair value of the shares of common stock underlying stock options has historically been determined by the Board. Because there has been no public market for the Company’s common stock, the Board has determined fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including important developments in the Company’s operations, valuations performed by an independent third party, sales of convertible preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock, among other factors. The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. These assumptions include: Expected Term —The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. Expected Volatility —Since the Company is privately held and does not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. Total stock-based compensation was as follows: Year Ended December 31, 2018 2017 2016 (in thousands) Operating Expenses Research and development $ 325 $ 145 $ 43 General and administrative 347 222 56 Total stock-based compensation $ 672 $ 367 $ 99 Stock-based compensation related to non-employee awards, which is included in the table above, was $0.1 million, $0.1 million and insignificant for the years ended December 31, 2018, 2017 and 2016, respectively. 2019 Equity Incentive Plan The board of directors adopted, and the Company’s stockholders approved the Company’s 2019 Plan in January 2019, which became effective as of immediately prior to the execution of the underwriting agreement for the Company’s IPO in February 2019, after which, no further grants were made under the Company’s 2015 Plan. No awards had been granted and no shares of our common stock had been issued under our 2019 Plan as of December 31, 2018. Initially, the aggregate number of shares of our common stock that may be issued pursuant to stock awards under our 2019 Plan is 5,656,381, which is the sum of (1) 2,200,000 shares plus (2) the number of shares reserved, and remaining available for issuance, under our 2015 Plan at the time our 2019 Plan becomes effective and (3) the number of shares subject to stock options or other stock awards granted under our 2015 Plan that would have otherwise returned to our 2015 Plan (such as upon the expiration or termination of a stock award prior to vesting. The number of shares of our common stock reserved for issuance under our 2019 Plan will automatically increase on January 1 of each year, beginning on January 1, 2020 and continuing through and including January 1, 2029, by 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. The maximum number of shares that may be issued upon the exercise of incentive stock options under our 2019 Plan is 8,000,000 shares. 2019 Employee Stock Purchase Plan The board of directors adopted, and the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan, (the “2019 ESPP”) in January 2019. The 2019 ESPP became effective in February 2019. The initial reserve for purchase by participating employees under the 2019 ESPP an aggregate number of shares of common stock shall not exceed 250,000 shares. The maximum aggregate number of shares of common stock that may be issued under the 2019 ESPP is 750,000 shares. Additionally, the number of shares of common stock reserved for issuance under the 2019 ESPP will increase automatically each year, beginning on January 1, 2020 and continuing through and including January 1, 2029, in an amount equal to the lesser of (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on December 31 of the preceding calendar year, (ii) 750,000 shares of Common Stock and (iii) a number of shares of Common Stock designated by action of the Registrant’s board of directors prior to the first day of any calendar year. The board of directors may act prior to the first day of any calendar year to provide that there will be no January 1 increase or that the increase will be for a lesser number of shares than would otherwise occur. Shares subject to purchase rights granted under the 2019 ESPP that terminate without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. An employee may not be granted rights to purchase stock under the 2019 ESPP if such employee (i) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or (ii) holds rights to purchase stock under the 2019 ESPP that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding. The administrator may approve offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under the 2019 ESPP. The 2019 ESPP permits participants to purchase shares of our common stock through payroll deductions with up to 15% of their earnings. The purchase price of the shares will be not less than 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. Restricted Stock In 2015, the Company issued restricted stock awards to employees and directors under the 2015 Plan at a purchase price of $0.0005 per share. The shares related to restricted stock awards are subject to a lapsing repurchase right upon termination of employment at the original purchase price. In order to vest, the holders are required to provide continued service to the Company. For accounting purposes, unvested restricted stock awards are not considered issued and outstanding and therefore are not reflected as issued and outstanding in the accompanying statements of convertible preferred stock and stockholders’ deficit until the awards vest. A summary of restricted stock activity is shown in the below table: Number of of Restricted Stock Outstanding Restricted shares- December 31, 2016 316,836 Restricted stock awards vested (85,001 ) Unvested shares repurchased (118,678 ) Restricted shares- December 31, 2017 113,157 Restricted stock awards vested (81,623 ) Unvested shares repurchased (9,356 ) Restricted shares- December 31, 2018 22,178 As of December 31, 2018, the Company had reserved common stock, on an as-converted basis, for issuance as follows: Convertible preferred stock (as converted) 16,618,448 Common stock options issued and outstanding 3,323,988 Restricted Stock subject to future vesting 22,178 Early exercised stock options subject to future vesting 149,565 Warrants to purchase shares of common stock 565,270 Shares available for future grant under the 2015 Plan 132,394 Total 20,811,843 Early Exercised Stock Options The terms of the 2015 Plan permit option holders to exercise stock options before they are vested, subject to certain limitations. The shares related to early exercised stock options are subject to our lapsing repurchase right upon termination of employment at the original purchase price. In order to vest, the holders are required to provide continued service to the Company. The proceeds are initially recorded in other current liabilities and are reclassified to common stock and paid-in capital as the repurchase right lapses. As of December 31, 2018 and 2017, there was $188,000 and $78,000, respectively, recorded in other current liabilities relating to shares subject to repurchase. For accounting purposes, unvested early exercised shares are not considered issued and outstanding until the awards vest. As a result of early exercises under the 2015 Plan, 149,565 and 132,180 shares had not vested and were subject to repurchase as of December 31, 2018 and 2017, respectively. Note Receivable from Stockholder In August 2016, the Company received a recourse promissory note from our then CEO and President, in connection with this individual’s purchase of 152,516 shares of our common stock at a price of $0.59 per share. The principal amount of the note was approximately $90,000, and accrued simple interest at a rate of 1.22% per year. The note, along with accrued interest, can be prepaid without penalty and is due on the earlier of (i) August 29, 2022, (ii) the pricing of an IPO or the closing of an acquisition of the Company, in either case if the note’s existence would violate any applicable law, (iii) the date the Company determines that any change in the Company’s status or the individual’s status would cause the note to be deemed a prohibited extension of credit under Section 402 of the Sarbanes-Oxley Act of 2002, as amended, or any applicable law or (iv) on demand by the Company in certain circumstances. In 2016, upon the individual ceasing to be employed by the Company, the Company repurchased 105,067 shares of common stock at a price per share of $0.59 per share for a total cash payment of $62,000. As of December 31, 2016 and 2017, the outstanding loan balance was $28,000, which is recorded as a component of total stockholders’ deficit in the accompanying balance sheets. As of December 31, 2018 the outstanding balance of $28,000 was cancelled and the cancellation was recorded as stock-based compensation on the Company’s statement of operations and comprehensive loss. |