Stock-Based Compensation | 11. Stock-Based Compensation Equity Incentive Plans In November 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”), which permits the granting of stock awards and incentive and nonstatutory stock options to employees, directors and consultants of the Company. In July 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan became effective on July 17, 2019. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company. Shares subject to outstanding awards under the 2018 Plan as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be added to the shares reserved under the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029 , by an amount equal to 5 % of the outstanding number of shares of the Company’s common stock on December 31st of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. As of September 30, 2021 , 1,225,948 shares of common stock were available for issuance under the 2019 Plan. In March 2020, the compensation committee of the Company’s board of directors approved and adopted the 2020 Inducement Plan (the “2020 Inducement Plan”). Under the 2020 Inducement Plan, the Company may grant nonstatutory stock options, stock appreciation rights, restricted stock and RSUs to new employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). At adoption, the 2020 Inducement Plan authorized 750,000 shares of the Company’s common stock for future issuance. In December 2020, the Company’s board of directors authorized an additional 750,000 shares of the Company’s common stock for future issuance. As of September 30, 2021 , 13,000 shares of common stock were available for issuance under the 2020 Inducement Plan. Stock Options The following table summarizes stock option activity during the nine months ended September 30, 2021 (in thousands, except share and per share data): Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 5,071,740 $ 9.99 8.6 $ 40,631 Granted 2,263,200 $ 18.17 Exercised ( 109,937 ) $ 6.55 Canceled and forfeited ( 218,888 ) $ 13.28 Outstanding as of September 30, 2021 7,006,115 $ 12.59 8.3 $ 52,040 Vested and exercisable as of September 30, 2021 2,685,172 $ 8.46 7.6 $ 31,028 Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the per share fair value of the common stock on the date of exercise. The weighted-average grant date fair value per share of stock options granted during the nine months ended September 30, 2021 and 2020 was $ 13.47 and $ 12.56 per share, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 was $ 1.2 million and $ 0.2 million, re spectively. As of September 30, 2021, the total unrecognized stock-based compensation related to unvested stock option awards granted was $ 47.3 million, which the Company expects to recognize over a weighted-average period of approximate ly 2.7 years. In connection with a separation agreement with an employee, the Company accelerated the vesting of certain unvested stock options and extended the exercise period related to the vested awards. The modification resulted in incremental stock-based compensat ion during the nine months ended September 30, 2021 of $ 0.6 million, which was recognized immediately. The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimated expected volatility based on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is 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 is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following assumptions were used to estimate the fair value of stock option awards granted during the following periods: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Exercise price $ 14.05 -$ 18.15 $ 19.03 -$ 26.59 $ 14.05 -$ 21.22 $ 10.40 -$ 26.59 Expected term (in years) 5.5 - 6.1 5.5 - 6.1 5.5 - 6.1 5.5 - 6.1 Expected volatility 82.76 %- 83.88 % 92.45 %- 94.82 % 82.76 %- 94.06 % 77.07 %- 95.85 % Risk-free interest rate 0.75 %- 0.97 % 0.33 %- 0.40 % 0.62 %- 1.12 % 0.33 %- 1.73 % Expected dividend yield — — — — Performance Stock Units In March 2021, the Company granted PSUs to employees which are subject to a performance condition of FDA marketing approval of Livmarli (“NDA Approval”) by a certain date. Upon achievement, 50 % will vest immediately and 50 % will vest on June 30, 2023, subject to the employees’ continuous service through each vesting date. As of September 29, 2021, the Company determined achievement of the NDA Approval performance condition was met. As a result, 76,027 of the PSUs vested on that date. Additionally, in March 2021, the Company granted an aggregate of 75,688 PSUs to certain executive participants (“Executive PSUs”). The Executive PSUs are subject to performance and market conditions: (1) NDA Approval by a certain date and (2) achievement of a specified stock price. The Executive PSU’s will vest as follows: 25 % of the granted Executive PSUs will vest upon NDA Approval and achievement of a specified stock price as measured by the volume-weighted average price of the Company’s common stock for the 30 trading days ended December 31, 2021 (“VWAP”). Up to an additional 25 % of the granted Executive PSUs will vest as determined by the incremental performance of the common stock over a specified stock price measured by the VWAP (altogether the “Base Units”). An equal number of units to the Base Units will vest on June 30, 2023, subject to the executive participants’ continued service with the Company. As the Executive PSU’s contained a market condition, the grant date fair value was determined using a Monte Carlo simulation model and the weighted-average grant date fair value of these Executive PSU's was $ 7.09 per share. As of September 30, 2021, the Company determined achievement of the NDA Approval performance condition was met as applied under the Accounting Standards Codification 718, Compensation — Stock Compensation (Topic 718) . The total unrecognized stock-based compensation related to the PSUs and the Executive PSUs w as $ 1.4 million a s of September 30, 2021. The following table summarizes the activity related to PSUs for the nine months ended September 30, 2021: Number of Weighted-Average Grant Date Fair Value Unvested and Outstanding as of December 31, 2020 — $ — Granted 229,856 $ 14.78 Vested ( 76,027 ) $ 18.56 Cancelled/Forfeited ( 2,076 ) $ 18.50 Unvested and Outstanding as of September 30, 2021 151,753 12.84 2019 Employee Stock Purchase Plan In July 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (“ESPP”). The ESPP became effective on July 17, 2019. A total of 500,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029 , by an amount equal to the lesser of (i) 1 % of the outstanding number of shares of common stock on December 31st of the preceding calendar year, (ii) 1,500,000 shares of common stock or (iii) such lesser amount as determined by the Company’s board of directors. During the three and nine months ended September 30, 2021 , 43,976 shares were issued under the ESPP. As of September 30, 2021 , the Company had 956,373 shares available for future issuance under the ESPP. The stock-based compensation related to the ESPP for the three and nine months ended September 30, 2021 was $ 0.2 million and $ 0.5 million, respectively. Restricted Stock In November 2018, in connection with the issuance of Series A Preferred Stock, the Company’s founders agreed to modify their outstanding shares of common stock to include vesting provisions that require continued service to the Company in order to vest in those shares. As such, the 562,500 modified shares of common stock became compensatory upon such modification. The modified shares have a four-year vesting period and a measurement date fair value of $ 2.936 per share. For the three months ended September 30, 2021 and 2020 , 33,396 shares and 33,398 sha res vested, respectively. For the nine months ended September 30, 2021 and 2020 , 100,192 shares and 100,194 sha res vested, respectively. As of September 30, 2021 , the total unrecognized compensation expense related to unvested restricted stock was $ 0.5 million expected to be recognized over a weighted-average period of approximately 1.2 years. Total stock-based compensation is reflected in the unaudited condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 4,380 $ 2,067 $ 9,731 $ 5,313 Research and development 3,035 1,361 7,792 3,662 Total $ 7,415 $ 3,428 $ 17,523 $ 8,975 |