STOCK-BASED COMPENSATION AWARDS | NOTE 4 Equity Incentive Plans In March 2021, the Company’s board of directors adopted, and its stockholders approved, the Company’s 2021 Equity Incentive Plan (the 2021 Plan), which became effective in March 2021 in connection with the IPO. Upon adoption of the 2021 Plan, the Company restricted the grant of future equity awards under its 2017 Equity Incentive Plan, as amended and restated (the 2017 Plan). The 2021 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to its employees, directors, and consultants and its subsidiary corporations’ employees and consultants. The vesting of stock options is stated in each individual grant agreement, which is generally four years. Options granted expire 10 years after the date of grant. A total of 5,040,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 Plan. The 2021 Plan share reserve increases by the number of shares under the 2017 Plan that are repurchased, forfeited, expired or cancelled after the effective date of the 2021 Plan up to the limit under the 2021 Plan. The number of shares available for issuance under the 2021 Plan increases annually on the first day of each fiscal year beginning with the Company’s 2022 fiscal year, equal to the least of (1) 5,040,000 shares, (2) five percent (5%) of the outstanding shares of its common stock as of the last day of the immediately preceding fiscal year; or (3) such other amount as the Company’s board of directors may determine. As of December 31, 2024, there were 1,453,866 shares available for future issuance under the 2021 Plan. Stock Options Stock option activity for the year ended December 31, 2024 is as follows: Weighted Average Weighted Remaining Average Total Intrinsic Contractual Life Options Exercise Price Value (000's) (Years) Outstanding as of December 31, 2023 14,491,613 $ 7.43 $ 65,801 8.0 Granted 2,817,497 $ 17.67 Exercised (1,621,074) $ 6.00 Cancelled (271,275) $ 10.41 Outstanding as of December 31, 2024 15,416,761 $ 9.40 $ 267,397 7.5 Options exercisable as of December 31, 2024 8,643,539 $ 7.13 $ 169,659 6.6 The vesting of stock options is stated in each individual grant agreement, which is generally four years. As of December 31, 2024, there was unrecognized stock-based compensation cost of $56.1 million, which is expected to be recognized over a weighted-average term of 2.7 years. The aggregate intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $30.3 million and $1.0 million, respectively. For options granted during the years ended December 31, 2024 and 2023, the weighted-average grant date fair value was $12.73 and $5.25 per share, respectively. In previous years, there were additional options issued outside of this plan as discussed under Founder Stock Options. Inducement Equity Incentive Plan Effective August 10, 2024, the Company’s board of directors adopted the Company’s 2024 Inducement Equity Incentive Plan (Inducement Plan) and, subject to the adjustment provisions of the Inducement Plan, reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan was adopted without stockholder approval pursuant to the applicable The Nasdaq Stock Market LLC’s (Nasdaq) Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards, and its terms are substantially similar to the 2021 Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception. In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition. As of December 31, 2024, there were 2,000,000 shares available for future issuance under the Inducement Plan. Founder Stock Options On September 19, 2017, the Company granted one of its founders the option to purchase 1,795,880 shares of the Company’s common stock at an exercise price of $0.18 per share which vest monthly over a four-year period that expires 15 years after the date of grant. This grant is separate from the Company’s equity incentive plans discussed above. As of December 31, 2024, 1,356,780 options were both outstanding and exercisable Fair Value Assumptions The fair value of option grants is estimated on the date of grant using the Black-Scholes option-pricing model, which requires the use of the following assumptions: Year ended December 31, 2024 2023 Expected term (Years) 5.10 - 6.85 5.44 - 6.85 Expected volatility 78.67% - 83.21% 80.68% - 85.68% Risk-free interest rate 3.59% - 4.66% 3.47% - 4.80% Expected dividend rate - - Fair value common stock $16.33 - $33.57 $5.73 - $10.29 The expected term is based on the “simplified method” described in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin Topic 14 which is determined as the midpoint between the vesting date and the contractual end of the option grant. Stock price volatility was estimated based on the estimated stock price volatility of a peer group of publicly traded companies over a similar term. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Restricted Stock Units A restricted stock unit (RSU) represents the right to receive one share of common stock upon vesting of the RSU. The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant and vest over 3 RSU activity for the year ended December 31, 2024 is as follows: Weighted Average Grant Date RSUs Fair Value Issued and unvested as of December 31, 2023 177,871 $ 7.98 Granted 557,027 $ 17.05 Vested (84,855) $ 7.98 Cancelled (10,527) $ 10.03 Issued and unvested as of December 31, 2024 639,516 $ 15.85 As of December 31, 2024, there was unrecognized stock-based compensation cost of $8.7 million, which is expected to be recognized over a weighted-average term of 3.5 years. The total fair value of RSUs vested during each of the years ended December 31, 2024 and 2023 was $0.7 million. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (2021 ESPP) enables eligible employees of the Company to purchase shares of common stock at a discount. A total of 504,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 ESPP. The number of shares available for issuance under the 2021 ESPP increases annually on the first day of each fiscal year beginning with the Company’s 2022 fiscal year, equal to the least of (1) 1,008,000 shares, (2) one percent (1%) of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (3) such other amount as the Company’s board of directors may determine. As of December 31, 2024, the Company has reserved for issuance 2,027,407 shares of common stock pursuant to the 2021 ESPP. The 2021 ESPP provides for two offering periods of up to twelve months’ duration with purchase periods commencing on the first trading day on or after either May 15 and November 15, and terminating the last trading day on or before either May 15 or November 15 of the same year, and May 15 of the following year, respectively. Contributions under the 2021 ESPP are limited to 15% of an employee’s eligible compensation, IRS limitations, and a maximum of 6,000 shares during each offering period. 2021 ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the first trading day of the offering period or (2) the fair market value of the common stock on the purchase date. Additionally, during the years ended December 31, 2024 and 2023, a total of 147,086 and 95,259 shares of common stock were issued under the ESPP at a weighted-average per share price of $6.03 and $6.26, respectively. Total stock-based compensation expense related to all equity plans, including Founder Stock Options was allocated as follows (in thousands): Year ended December 31, 2024 2023 Research and development $ 13,956 $ 10,029 General and administrative 10,755 7,531 Total stock-based compensation expense $ 24,711 $ 17,560 |