Stock-Based compensation | 10. Stock-based compensation Stock incentive plans Our 2017 Stock Incentive Plan, or the 2017 Plan, provided for us to grant incentive or nonstatutory stock options, restricted stock, restricted stock units and other equity awards to employees, non-employees and directors. In May 2020 our board of directors adopted, and in June 2020 our stockholders approved, the 2020 Stock Incentive Plan, or the 2020 Plan, and, together with the 2017 Plan, the Plans, which became effective on June 11, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares of common stock reserved for issuance under the 2020 Plan is the sum of (1) 2,547,698 shares; plus (2) the number of shares (up to a maximum of 7,173,014 shares) as was equal to the sum of (x) the number of shares of common stock reserved for issuance under the 2017 Plan that remained available for grant under the 2017 Plan on June 11, 2020 and (y) the number of shares of common stock subject to outstanding awards granted under the 2017 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2021 and continuing until, and including, the fiscal year ending December 31, 2030, equal to the lesser of (i) 4% of the number of shares of common stock outstanding on such date, and (ii) an amount determined by the board of directors. In January 2022, 2023 and 2024, the number of shares of common stock authorized for issuance under the 2020 Plan was increased from 12,154,517 shares to 14,433,745 shares, from 14,433,745 shares to 16,813,962 shares, and from 16,813,962 shares to 19,462,688 shares, respectively. Upon the effectiveness of the 2020 Plan, we ceased granting additional awards under the 2017 Plan. The Plans are administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions on any award under the Plans are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the Plans with service-based vesting conditions generally vest over four years and expire after ten years. The exercise price for stock options granted is not less than the fair value of common stock as of the date of grant. Prior to our IPO, fair value of common stock was determined by the board of directors. Subsequent to our IPO, fair value of common stock is based on quoted market prices. As of December 31, 2023, 255,176 shares remained available for future issuance under the 2020 Plan. Shares subject to outstanding awards granted under the Plans that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right will be available for future awards under the 2020 Plan. Stock option valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. We completed our IPO in 2020 and, accordingly, historically lacked sufficient company-specific historical and implied volatility information. Therefore, we have estimated our expected stock volatility based on combination of company-specific historical volatility and that of a publicly traded set of peer companies. Beginning in the third quarter of 2023, we determine our expected stock volatility by using the historical volatility of our publicly traded common stock. For options with service-based vesting conditions, the expected term of our stock options was determined utilizing the “simplified” method for awards that qualified as “plain-vanilla” options. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield was based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 3.88 % 2.08 % 0.81 % Expected volatility 102.3 % 91.2 % 76.0 % Expected dividend yield — — — Expected term (in years) 6.0 6.0 6.0 The following table summarizes our stock option activity since December 31, 2022: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2022 8,827,322 $ 13.15 7.97 $ 55 Granted 3,312,016 3.20 Exercised — — Forfeited (1,212,540) 9.29 Outstanding as of December 31, 2023 10,926,798 $ 10.56 6.21 $ 404 Vested and expected to vest as of December 31, 2023 9,967,903 $ 10.66 6.00 $ 387 Options exercisable as of December 31, 2023 5,378,652 $ 14.07 5.03 $ 17 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of our common stock for those stock options that had strike prices lower than the fair value of our common stock. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2023, 2022 and 2021 was $2.54, $4.76, and $18.81 per share, respectively. There were no stock option exercises in the year ended December 31, 2023. The total intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $0.5 million and $19.4 million. Restricted common stock The following table summarizes our restricted common stock units activity since December 31, 2022: Weighted Average Shares Grant Date Fair Value Unvested restricted common stock units as of December 31, 2022 959,521 $ 6.65 Issued 895,400 4.47 Vested (732,448) 6.57 Forfeited (102,022) 5.59 Unvested restricted common stock units as of December 31, 2023 1,020,451 $ 4.90 The total fair value of restricted common stock units vested during the years ended December 31, 2023, 2022, and 2021 was approximately $3.3 million, $3.5 million, and $0.2 million, respectively. There were no restricted common stock awards vested during the year ended December 31, 2023. The total fair value of restricted common stock awards vested during the years ended December 31, 2022 and 2021 was approximately $0.1 million and $17.7 million, respectively. There are currently no outstanding unvested restricted common stock awards. Employee stock purchase plan In May 2020 our board of directors adopted, and in June 2020 our stockholders approved, the 2020 Employee Stock Purchase Plan, or the 2020 ESPP, which became effective June 11, 2020. The 2020 ESPP is administered by our board of directors or by a committee appointed by the board of directors. The 2020 ESPP provides participating employees with the opportunity to purchase shares of common stock through payroll deductions made over the term of the offering. The per-share purchase price at the end of each offering period is equal to the lesser of 85% of the closing price of our common stock at the beginning or end of the offering period. The number of shares of common stock reserved for issuance under the 2020 ESPP automatically increases on the first day of each fiscal year, beginning with the fiscal year that commenced on January 1, 2021 and continuing for each fiscal year until, and including the fiscal year commencing on, January 1, 2030, in an amount equal to the lowest of (1) 1,302,157 shares of common stock, (2) 1% of the number of shares of common stock outstanding on such date, and (3) an amount determined by the board of directors. In January 2022, 2023, and 2024, the number of shares of common stock authorized for issuance under the 2020 ESPP was increased from 950,931 shares to 1,520,738 shares, from 1,520,738 shares to 2,115,792 shares, and from 2,115,792 shares to 2,777,974 shares, respectively. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of shares of common stock granted under the 2020 ESPP: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 5.18 % 1.43 % 0.09 % Expected volatility 95.1 % 93.5 % 85.6 % Expected dividend yield — — — Expected term (in years) 0.5 0.5 0.5 Stock-Based Compensation We record compensation cost for all share-based payment arrangements, including employee, non-employee and director stock options and restricted common stock. We recorded stock-based compensation expense in the following expense categories of our consolidated statements of operations and comprehensive loss: Year Ended December 31, (in thousands) 2023 2022 2021 Research and development expenses $ 11,496 $ 12,405 $ 9,316 General and administrative expenses 12,845 12,047 8,541 Total $ 24,341 $ 24,452 $ 17,857 The following table summarizes our unrecognized stock-based compensation expense by type of awards and the weighted-average period over which that expense is expected to be recognized: Unrecognized Expense Weight-average Recognition Period (in thousands) (in years) Type of award: Time-based stock options 23,636 2.00 Restricted stock units 3,292 2.49 |