Stockholders' Equity | Note 6 – Stockholders’ Equity In April 2021, the Company filed a certificate of amendment to its certificate of incorporation, which authorized 260,000,000 shares of capital stock, consisting of 250,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.001 per share that may be issued from time to time by the Company’s board of directors (the “Board of Directors”) in one or more series. Of the 250,000,000 shares of common stock, 200,000,000 shares were designated as “Common Stock” and 50,000,000 shares were designated as “Non-Voting Common Stock.” Equity Incentive Plan In August 2020, the Board of Directors amended the Amended and Restated 2018 Stock Option—Stock Issuance Plan (the “2018 Plan”) to increase the maximum number of shares of common stock that may be issued over the term of the plan. The 2018 Plan provided for the grant of stock options, non-statutory stock options, incentive stock options and stock issuances to employees, nonemployees and consultants of the Company. In April 2021, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the Board of Directors and became effective on April 15, 2021. Upon the effectiveness of the 2021 Plan, no further grants may be made under the 2018 Plan. The 2021 Plan allows the Company to grant equity-based awards to its officers, employees, directors and other key persons (including consultants). The Company initially reserved up to 3,246,120 shares of common stock for issuance under the 2021 Plan, plus (i) 1,722 shares that remained available for the issuance of awards under the 2018 Plan at the time the 2021 Plan became effective, and (ii) any shares subject to outstanding options or other share awards that were granted under the 2018 Plan that terminate or expire prior to exercise or settlement; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. The 2021 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, 2022 and each January 1 thereafter through January 31, 2032, by 4.0% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Board of Directors. As a result, the number of shares of common stock reserved for issuance under the 2021 Plan increased by 1,451,611 shares on January 1, 2023. Stock Options A summary of the Company’s stock option activities during the nine months ended September 30, 2023 is as follows: Weighted- Weighted- Average Average Aggregate Exercise Remaining Intrinsic Price Per Contract Term Value Total Options Share (in years) (in millions) Outstanding as of December 31, 2022 2,593,761 $ 8.08 8.2 $ — Granted 2,517,700 $ 5.49 Exercised (20,757) $ 3.59 Forfeited or cancelled (1,130,674) $ (9.25) Outstanding as of September 30, 2023 3,960,030 $ 6.12 7.8 $ — Vested and expected to vest as of September 30, 2023 3,960,030 $ 6.12 7.8 $ — Vested and exercisable as of September 30, 2023 1,514,801 $ 7.20 5.4 $ — The weighted-average grant date fair values of option grants during the nine months ended September 30, 2023 and 2022 were $4.54 and $7.33 per share, respectively. The weighted-average grant date fair values of options forfeited during the nine months ended September 30, 2023 and 2022 were $9.31 and $12.05 per share, respectively. Restricted Stock Units A summary of the Company’s RSU activities during the nine months ended September 30, 2023 is as follows: Weighted- Aggregate Total Average Intrinsic Restricted Grant Date Value Stock Units Fair Values (in millions) Outstanding as of December 31, 2022 8,945 $ 6.25 $ — Granted 95,333 $ 9.59 Vested (9,038) $ 8.71 Forfeited or cancelled (53,755) $ 9.31 Outstanding as of September 30, 2023 41,485 $ 9.42 $ — Employee Stock Purchase Plan The ESPP was approved by the Board of Directors and became effective on April 15, 2021. The ESPP initially reserved and authorized the issuance of up to 259,689 shares of common stock to participating employees. Under the ESPP, eligible employees can contribute up to 15% of their eligible compensation, as defined in the ESPP, towards the purchase of the Company’s common stock at a price of 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. The ESPP provides for twenty-four-month offering periods with four six-month purchase periods in each offering period. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through January 31, 2032, by 1.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. As a result, the number of shares of common stock reserved for issuance under the ESPP increased by 362,902 shares on January 1, 2023. Under the ESPP, the Company issued 32,622 shares of common stock for aggregate cash proceeds of $0.1 million during the nine months ended September 30, 2023. Stock-Based Compensation Expense The Company recognized stock-based compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 656 $ 728 $ 2,316 $ 2,821 General and administrative 572 204 1,280 770 Restructuring charges — - 37 - Total stock-based compensation expense $ 1,228 $ 932 $ 3,633 $ 3,591 As of September 30, 2023, the total unrecognized compensation cost was $10.5 million and is expected to be recognized as expense over approximately 1.9 years. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Risk-free interest rate 5.1% 3.2% 1.6% - 5.1% 1.6% - 3.2% Expected volatility 118.5% 103.3% 88.1% - 118.5% 88.1% - 112.1% Expected term (in years) 5.6 6.1 5.3 - 6.1 5.3 - 6.1 Expected dividend yield 0% 0% 0% 0% The determination of the fair value of share-based payment awards utilizing the Black-Scholes option-pricing model is affected by the Company’s stock price and the following assumptions: Risk-free interest rate. Expected volatility. Expected term. Expected dividend yield. Forfeitures Common Stock Reserved for Future Issuance Common stock reserved for future issuance consist of the following: As of September 30, 2023 As of December 31, 2022 Stock options 3,960,030 2,593,761 Restricted stock units 41,485 8,945 Reserved for future equity award grants 3,107,739 3,084,732 Reserved for future ESPP issuances 824,065 466,585 Common stock reserved for future issuance 7,933,319 6,154,023 |