Stock-Based Compensation | 10. Stock-based Compensation In 2017, the Company adopted the 2017 Stock Incentive Plan (the “Plan”). Under the Plan, shares of the Company’s common stock have been reserved for the issuance of stock options to employees, directors, and consultants under terms and provisions established by the Board of Directors. A total of 537,914 shares were reserved for issuance under the Plan. Under the terms of the Plan, options may be granted at an exercise price not less than fair market value. The terms of options granted under the Plan may not exceed ten years. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. On October 11, 2017, the Company increased the number of shares of common stock available for issuance under the Plan from 537,914 shares to 630,662 shares. On November 29, 2017, the Company increased the number of shares of common stock available for issuance under the Plan from 630,662 shares to 1,866,009 shares. In connection with the Company’s IPO, the Board adopted and the Company’s stockholders approved the 2018 Stock Option and Incentive Plan (“2018 Plan”), which became effective on the date immediately preceding the date on which the Company’s registration statement became effective. The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2018 Plan. The number of shares of common stock that are reserved for issuance under the 2018 Plan are 2,200,260 shares. The 2018 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Board. Since the date of effectiveness of the 2018 Plan, the Company has not and will not grant any further awards under the 2017 Plan. However, any shares of common stock subject to awards under the 2017 Plan that expire, terminate, or otherwise are surrendered, canceled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued will become available for issuance under the 2018 Plan. As of December 31, 2018, no such shares became available for issuance under the 2018 Plan. Stock-based Compensation Expense Total stock-based compensation expense is recognized for stock-based awards granted to employees and non-employees and has been reported in the Company’s consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 July 5, 2016 (inception) through December 31, 2016 (In thousands) Research and development $ 1,236 $ 246 $ — General and administrative 1,557 224 — Total stock-based compensation expense $ 2,793 $ 470 $ — Stock Options The following table summarizes stock option activity under the Plan: Shares Available for Grant Number of Options Outstanding Weighted- Average Exercise Price per Option Weighted- Average Remaining Contract Term Aggregate Intrinsic Value (In thousands) Outstanding, December 31, 2017 1,670,341 195,668 $ 4.49 9.67 Shares reserved for issuance 641,239 Options granted ( 1) (934,038 ) 934,038 13.05 Restricted stock granted (2,000 ) Restricted stock units granted (24,960 ) Options exercised (7,029 ) 0.79 Outstanding, December 31, 2018 1,350,582 1,122,677 11.63 9.22 $ 818 Exercisable, December 31, 2018 67,613 6.32 8.74 241 Vested and expected to vest, December 31, 2018 1,122,677 11.63 9.22 818 (1) The Company granted 7,200 stock options to non-employees during the year ended December 31, 2018. The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of December 31, 2018. The aggregate intrinsic values of options exercised during the year ended December 31, 2018 was $78,000. No options were exercised during the year ended December 31, 2017 and during the period from July 5, 2016 (inception) to December 31, 2016. No options were cancelled or forfeited during the years ended December 31, 2018 and 2017 and during the period from July 5, 2016 (inception) to December 31, 2016. During the year ended December 31, 2018, the Company granted options to employees and directors to purchase an aggregate of 926,838 common shares with a weighted-average grant date fair value of $9.23. During the year ended December 31, 2017, the Company granted options to employees to purchase an aggregate of 148,808 common shares with a weighted-average grant date fair value of $3.75. During the year ended December 31, 2018, the Company granted options to non-employees to purchase an aggregate of 7,200 common shares with a weighted-average grant date fair value of $12.51. During the year ended December 31, 2017, the Company granted options to non-employees to purchase an aggregate of 46,860 common shares with a weighted-average grant date fair value of $0.67. On December 1, 2017, a non-employee became an employee of the Company. The expense related to options granted to employees and directors was $1.7 million and $28,000 for the years ended December 31, 2018 and 2017, respectively. The expense related to options granted to non-employees was $0.1 million and $59,000 for the years ended December 31, 2018 and 2017, respectively. There were no stock options granted to employees or non-employees during the period from July 5, 2016 (inception) to December 31, 2016. As of December 31, 2018, the total unrecognized compensation expense related to unvested employee options was $7.5 million which the Company expects to recognize over an estimated weighted-average period of 3.17 years. As of December 31, 2018, the total unrecognized compensation expense related to unvested non-employee options was $0.1 million which the Company expects to recognize over an estimated weighted-average period of 2.67 years. The fair value of stock options for employees and non-employees was estimated using a Black-Scholes option pricing model with the following assumptions: Year Ended December 31, 2018 2017 Employees: Fair value of common stock $8.57 - $15.45 $0.79 - $9.33 Expected term (in years) 5.8 - 6.2 5.9 - 6.2 Expected volatility 75.9% - 90.6% 74.4% - 74.5% Risk-free interest rate 2.4% - 3.1% 1.9% - 2.2% Expected dividend yield 0.0% 0.0% Non-employees: Fair value of common stock $8.62 - $15.45 $0.79 - $10.28 Expected term (in years) 10.0 - 8.50 10.0 - 9.4 Expected volatility 78.0% - 91.2% 74.6% - 77.0% Risk-free interest rate 2.7% - 3.1% 2.3% - 2.4% Expected dividend yield 0.0% 0.0% Fair Value of Common Stock: Prior to the IPO, given the absence of a public trading market, the Board of Directors considered numerous objective and subjective factors to determine the fair value of common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by independent third-party specialists; (ii) the prices for preferred stock sold to outside investors; (iii) the rights, preferences and privileges of preferred stock relative to common stock; (iv) the lack of marketability of common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of the Company, given prevailing market conditions. Restricted Stock On July 11, 2016, certain founding non-employee directors purchased 3,772,726 common shares that are subject to a repurchase right upon termination or cessation of services at the original purchase price of $0.0001 per share, or $483. Compensation expense of such unvested shares was remeasured at fair value until vested at each reporting date. On April 4, 2017, the non-employee directors became employees of the Company and as a result, compensation expense of the unvested shares was remeasured at fair value and fixed and was being recognized over the remaining vesting period. Upon the closing of the Series A preferred financing, a portion of the unvested shares accelerated and vested in full. Upon the Company’s IPO, the remaining unvested shares accelerated and vested in full. On April 17, 2018, the Company granted 2,000 shares of restricted stock to a consultant. The restrictions will lapse in four equal quarterly installments and will be fully vested on the first anniversary of such grant. Compensation expenses of such unvested shares will be remeasured at fair value until vested at each reporting date. The summary of restricted stock activity and related information follows: Number of Restricted Shares Outstanding Unvested shares — December 31, 2017 1,096,449 Granted 2,000 Vested (1,097,449 ) Unvested shares — December 31, 2018 1,000 The Company recognized $0.9 million, $0.4 million and $0 of stock-based compensation expense related to restricted shares during the years ended December 31, 2018 and 2017 and the period from July 5, 2016 (inception) to December 31, 2016, respectively. As of December 31, 2018, there was $3,000 of unrecognized stock-based compensation expense related to unvested restricted stock. This amount is expected to be recognized over a remaining weighted-average period of 0.29 years. Restricted Stock Units During the year ended December 31, 2018, the Company granted 24,960 restricted stock units to an employee with a weighted-average grant date fair value of $9.03 per share. The summary of restricted stock unit activity and related information follows: Number of Restricted Stock Units Outstanding Unvested shares — December 31, 2017 — Granted 24,960 Unvested shares — December 31, 2018 24,960 The Company recognized $35,000, $0 and $0 of stock-based compensation expense related to restricted stock units during the years ended December 31, 2018 and 2017 and the period from July 5, 2016 (inception) to December 31, 2016, respectively. As of December 31, 2018, there was $0.2 million of unrecognized stock-based compensation expense related to unvested restricted stock units. This amount is expected to be recognized over a remaining weighted-average period of 3.39 years. There were no restricted stock units granted to employees or non-employees during the year ended December 31, 2017 and the period from July 5, 2016 (inception) to December 31, 2016. 2018 Employee Stock Purchase Plan The Board adopted and the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (“2018 ESPP”), which became effective on the date immediately preceding the date on which the Company’s registration statement became effective. The 2018 ESPP enables eligible employees to purchase shares of the Company’s Common Stock at a discount. The number of shares of common stock that are reserved for issuance under the 2018 ESPP are 275,030 shares. The 2018 ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2019 and increasing each January 1 thereafter through January 1, 2028, by the least of (i) 1% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31; (ii) 543,926 shares or (iii) such number of shares as determined by the ESPP administrator. |