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 (“RSA”), restricted stock units (“RSU”), performance awards and other forms of awards to employees, directors, and consultants of the Company. 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 number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Board of Directors no later than December 31 of the immediately preceding year. As of September 30, 2023, the maximum number of shares of common stock that may be issued was 20,417,192 shares. 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. Options shall not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date. 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 September 30, 2023, there were 4,260,124 shares reserved by the Company under the 2020 Plan for the future issuance of equity awards. Stock Options Stock option activity under the 2020 Plan as of September 30, 2023 is summarized as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Balance, December 31, 2022 7,454,665 $ 11.83 7.69 $ 54 Granted 3,200,631 1.99 Forfeited (1,471,660) 10.94 Exercised (242,379) 3.21 Balance, September 30, 2023 8,941,257 $ 8.69 8.00 $ 17 The aggregate intrinsic values of options outstanding was 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 September 30, 2023. There was no future tax benefit related to options exercised, as the Company had accumulated net operating losses as of September 30, 2023 and December 31, 2022. The weighted-average grant-date fair value per share of stock options granted, using the Black–Scholes option pricing model, was $1.41 during the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, there was $20.2 million and $35.4 million of unrecognized stock-based compensation related to stock options, respectively, which is expected to be recognized over a weighted-average period of 1.89 years and 2.25 years, respectively. Restricted Stock Restricted stock awards and restricted stock units as of September 30, 2023 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, December 31, 2022 2,297,745 $ 9.18 1.58 $ 3,722 Granted 1,611,211 1.99 Vested and converted to shares (723,876) 8.21 Forfeited (652,996) 5.25 Unvested, September 30, 2023 2,532,084 $ 5.90 1.08 $ 3,292 As of September 30, 2023, there was $6.6 million of unrecognized stock-based compensation related to RSUs, which is expected to be recognized over a weighted average remaining vesting life. As of September 30, 2023, there was $0.1 million of unrecognized stock-based compensation related to RSAs, which is expected to be recognized over a weighted average remaining vesting life. 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 increased in 2021 and continues to increase through 2030, by the lesser of (i) 1.0% of the total number of shares of common stock outstanding on December 31 of the immediately preceding year, and (ii) 1,376,000 shares, except 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). The Company did not issue any shares of common stock during both the three months ended September 30, 2023 and 2022. The Company issued 247,048 shares and 12,539 shares of common stock during the nine months ended September 30, 2023 and 2022, respectively. Stock-Based Compensation Summary Total stock-based compensation expense related to stock options, restricted stock units, restricted stock awards and the employee stock purchase plan for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development expenses $ 3,237 $ 3,500 $ 9,472 $ 11,355 General and administrative expenses 3,059 3,961 10,337 12,101 Total stock-based compensation expense $ 6,296 $ 7,461 $ 19,809 $ 23,456 Early Exercised Options The Company allows certain of its employees and its consultants to exercise options granted under the Prior Plan 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 not reflected as issued and outstanding in the accompanying balance sheets or the accompanying statements of 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. At September 30, 2023 and December 31, 2022, there was $0.4 million and $0.9 million recorded in current portion of other liabilities, respectively. At September 30, 2023 and December 31, 2022, there was zero and $0.2 million recorded in other noncurrent liabilities, respectively, related to shares held by employees and nonemployees that were subject to repurchase. |