Stock-Based Compensation | STOCK-BASED COMPENSATION 2020 Equity Incentive Plan In October 2020, the Company adopted its 2020 Equity Incentive Plan (the 2020 Plan) which replaced the 2017 Equity Incentive Plan (Prior Plan) upon completion of the IPO. The 2020 Plan provides for the grant of incentive stock options or nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants of the Company. Under the 2020 Plan, the maximum number of shares of common stock that may be issued increased to 11,938,152 shares. The number of shares of common stock reserved for issuance under the 2020 Plan will automatically increase each year for a period of ten years, beginning in 2021 and continuing through 2030, in an amount equal to (1) 5.0% of the total numbers of shares of the Company’s common stock outstanding on December 31st of the immediately preceding year, or (2) a lesser number of shares determined by the Board of Directors no later than December 31st of the immediately preceding year. As a result of the automatic annual increases, the maximum number of shares of common stock that may be issued under the 2020 Plan as of December 31, 2021 was 14,739,827 shares. Under the 2020 Plan, the exercise prices, vesting, and other restrictions are determined at the discretion of the Board of Directors, or a designated committee thereof, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common stock on the date of grant and the term of stock option may not be greater than 10 years. The Company recognizes the impact of forfeitures on stock-based compensation expense as forfeitures occur. The Company applies the straight-line method of expense recognition to all awards with only service-based vesting conditions. Vesting periods are determined at the discretion of the Board of Directors. Stock options typically vest over four years. The maximum contractual term is 10 years. As of December 31, 2021 and 2020, there were 4,647,580 and 3,696,370 shares, respectively, reserved by the Company under the 2020 Plan for the future issuance of equity awards. Stock Option Valuation The Company estimates the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model. This model requires the use of highly subjective assumptions to determine the fair value of stock-based awards, including: • Fair Value of Common Stock —For grants before the completion of the IPO in October 2020 when the Company was a privately held company with no public market for its common stock, the fair value of its common stock underlying share-based awards was estimated on each grant date by its Board of Directors. In order to determine the fair value of our common stock underlying option grants, the Company’s Board of Directors considered, among other things, valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accounts Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . For all grants subsequent to our IPO in October 2020, the fair value of common stock was determined by taking the closing price per share of common stock as reported on the Nasdaq Stock Market. • Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to determine the expected term, which is based on the average of the time-to-vesting and the contractual life of the options. • Expected Volatility —The expected volatility for the years ended December 31, 2021, 2020 and 2019 is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants. The comparable companies are chosen based on their size, stage in the product development cycle or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. • Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. • 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. The Black-Scholes option-pricing model assumptions that the Company used to determine the grant-date fair value of stock options for the years ended December 31, 2021, 2020, and 2019 were as follows, presented on a weighted-average basis: Year Ended December 31, 2021 2020 2019 Fair value of common stock per share $ 25.99 $ 10.52 $ 2.27 Expected term (in years) 6.01 6.00 6.07 Expected volatility 85.26% 78.36% 70.20 % Risk-free interest rate 0.90% 0.71% 1.81 % Expected dividend —% —% — % The weighted-average grant-date fair value per share of stock options granted, using the assumptions listed above, was $18.52, $7.25, and $1.42 during the years ended December 31, 2021, 2020, and 2019, respectively. Stock Options Stock option activity under the 2020 Plan as of December 31, 2021 is summarized as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Balance at December 31, 2020 6,251,159 $ 8.95 Granted 1,678,306 25.99 Forfeited (1) (150,023) 13.57 Exercised (1,189,042) 2.60 Balance at December 31, 2021 6,590,400 $ 14.33 8.63 $ 35,325 Exercisable at December 31, 2021 1,626,371 $ 10.51 8.36 $ 11,721 Unvested and expected to vest at December 31, 2021 4,964,029 $ 15.58 8.72 $ 23,604 (1) Included in forfeited are 12,748 options that were early exercised, but not yet vested at the time of termination of the grantee, and repurchased by the Company. The weighted-average exercise price of the repurchased options was $0.61 per share. 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 closing price of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2021. The intrinsic value of options exercised for the years ended December 31, 2021, 2020, and 2019 was $23.8 million, $6.1 million and $0.7 million, res pectively, determined as of the applicable date of exercise. There was no future tax benefit related to options exercised, as the Company had accumulated net operating losses as of December 31, 2021 and December 31, 2020. For the years ended December 31, 2021, 2020, and 2019, total stock-based compensation related to stock options was classified in the Company’s statements of operations and comprehensive loss as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Research and development expenses $ 7,753 $ 1,061 $ 54 General and administrative expenses 8,406 1,451 54 Total stock-based compensation expense $ 16,159 $ 2,512 $ 108 As of December 31, 2021 and 2020, there was $49.9 million and $36.3 million of unrecognized stock-based compensation related to stock options, respectively, which is expected to be recognized over a weighted average period of 2.93 and 3.70 years, respectively. 2020 Employee Stock Purchase Plan In October 2020, the Company adopted its 2020 Employee Stock Purchase Plan (ESPP), which initially reserved 688,000 shares of the Company’s common stock for employee purchase under terms and provisions established by the Board of Directors. The number of shares of our common stock reserved for issuance under the ESPP automatically increases in 2021 and continuing through 2030, by the lesser of (i) 1.0% of the to tal number of shares of common stock outstanding on December 31st of the immediately preceding year, and (ii) 1,376,000 shares, e xcept before the date of any increase, the Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Effective January 1, 2021, the number of shares authorized under the ESPP for employee purchases increased by 560,335 shares. The ESPP is intended to qualify as an ‘employee stock purchase plan’ under Section 423 of the Internal Revenue Code. Under the current offering adopted pursuant the ESPP, each offering period shall not exceed 27 months, with shorter duration purchase periods within each offering. Employees are eligible to participate if they are employed by the Company for at least 20 hours per week and more than five months of the year. The Company issued and sold 95,723 shares of common stock under the ESPP during the year ended December 31, 2021 and no shares of common stock under the ESPP during the years ended December 31, 2020 and 2019. The Company has 1,152,612 shares reserved for future issuance under the ESPP as of December 31, 2021. Under the ESPP, employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of common stock on the first trading day of each offering period or on the purchase date. The initial offering period commenced on October 8, 2020, the date of the underwriting agreement related to the Company’s IPO. A new offering (Subsequent Offering) automatically began in 2021, and a new offering will begin every six months thereafter over the term of the ESPP. Each Subsequent Offering will be approximately 24 months long and will consist of four purchase periods (with the purchase dates occurring on June 30 and December 31 each year during the term of the Subsequent Offering). Contributions under the ESPP are limited to a maximum of 15% of an employee’s eligible compensation. The fair values of the rights granted under the ESPP were calculated using the following assumptions: Year Ended December 31, 2021 2020 Expected term (in years) 0.50 - 2.00 0.68 - 2.19 Expected volatility 71.67% - 94.85% 89.25% - 110.84% Risk-free interest rate 0.05% - 0.25% 0.12% - 0.19% Dividend yield —% —% For the years ended December 31, 2021 and 2020, total stock-based compensation related to the ESPP was $1.4 million and $0.3 million, respectively, with $0.3 million and $0.1 million, respectively, recorded in general and administrative expenses and $1.1 million and $0.2 million, respectively, recorded in research and development expenses in the statements of operations and comprehensive loss. Restricted Stock Restricted stock awards and units as of December 31, 2021 are summarized as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Weighted-Average Remaining Vesting Life Aggregate Intrinsic Value (in years) (in thousands) Unvested at December 31, 2020 810,197 $ 22.26 Granted - restricted stock awards and units 347,267 29.14 Vested and converted to shares (344,661) 17.49 Forfeited (25,084) 29.83 Unvested at December 31, 2021 787,719 $ 26.88 2.07 $ 10,705 Vested and expected to vest at December 31, 2021 787,719 $ 26.88 2.07 $ 10,705 For the year ended December 31, 2020, the Company granted 274,341 restricted stock awards (RSAs) to a certain executive officer pursuant to the 2020 Plan. The RSAs are subject to lapsing repurchase rights and in order to vest, are subject to the holder’s service to the Company. The Company recorded stock-based compensation expense for the RSAs of $0.1 million, $0.6 million, and zero in general and administrative expenses and $5,000, $5,000, and $5,000 in research and development expenses in the statements of operations and comprehensive loss for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $0.3 million of unrecognized stock-based compensation related to RSAs, which is expected to be recognized over a weighted average period of 2.58 years. The total grant date fair value for RSAs vested during the years ended December 31, 2021, 2020, and 2019 was $0.2 million, $0.6 million, and $5,000, respectively. For the years ended December 31, 2021 and 2020, the Company issued 347,267 and 565,417, restricted stock units (RSUs), respectively, to executive officers and non-executive employees pursuant to the 2020 Plan. These RSUs have a three year vest period and in order to vest, the holder is required to provide service to the Company. The Company recognized $8.5 million of stock-based compensation expense related to the RSUs for the year ended December 31, 2021, of which $4.1 million and $4.4 million are recorded in research and development and general and administrative expenses, respectively, in the current year statement of operations and comprehensive loss. The Company recognized $0.3 million of stock-based compensation expense related to the RSUs for the year ended December 31, 2020, of which $0.1 million and $0.2 million are recorded in research and development and general and administrative expenses, respectively, in the current year statement of operations and comprehensive loss. As of December 31, 2021, there was $17.9 million of unrecognized stock-based compensation related to RSUs, which is expected to be recognized over a weighted average period of 2.01 years. As of December 31, 2021 and 2020, 188,470 and zero RSUs have vested, respectively. Stock-Based Compensation Summary Total stock-based compensation expense was classified in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019 as follows for stock options, RSAs, RSUs, and ESPP: Year Ended December 31, 2021 2020 2019 (in thousands) Research and development expenses $ 12,961 $ 1,390 $ 59 General and administrative expenses 13,250 2,363 54 Total stock-based compensation expense $ 26,211 $ 3,753 $ 113 Early Exercised Options The terms of certain stock options granted under the Prior Plan allow the holder to exercise options prior to vesting. The shares related to early exercised stock options are subject to the Company’s lapsing repurchase right upon termination of employment or service on the Board of Directors at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The early exercise by an employee or consultant of a stock option is not considered to be a substantive exercise for accounting purposes, and therefore the payment received by the employer for the exercise price is recognized as a liability. For accounting purposes, unvested early exercised shares 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' equity (deficit) until the awards vest. The deposits received are initially recorded in current portion of other liabilities and other noncurrent liabilities for the noncurrent portion. The liabilities are reclassified to common stock and paid-in capital as the repurchase right lapses. During the years ended December 31, 2021 and 2020, zero and 1,551,361 options were early exercised, respectively. At December 31, 2021 and 2020, there was $1.4 million and $2.2 million recorded in current portion of other liabilities, and $1.1 million and $2.5 million recorded in other noncurrent liabilities, respectively, related to shares held by employees and nonemployees that were subject to repurchase. |