Stock-based Compensation | Note 9. Stock-based compensation In July 2021, the Company’s board of directors adopted and the Company’s stockholders approved the Company’s 2021 Incentive Award Plan (the 2021 Plan), which became effective in connection with the IPO. Upon the adoption of the 2021 Plan, the Company ceased making equity grants under its 2018 Equity Incentive Plan (the 2018 Plan). Under the 2021 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock or cash-based awards to individuals who are then employees, officers, directors or non-entity consultants of the Company. A total of 15,150,000 shares of common stock were initially reserved for issuance under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan may be increased annually on the first day of each calendar year during the term of the 2021 Plan, beginning in 2022, by an amount equal to the lesser of (i) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. As of June 30, 2024, there were 12,913,020 stock-based awards available for future grant under the 2021 Plan. Subsequent to July 2021, no further awards will be granted under the 2018 Plan and all future stock-based awards will be granted under the 2021 Plan. To the extent outstanding options or restricted stock granted under the 2018 Plan are cancelled, forfeited, repurchased, or otherwise terminated without being exercised or becoming vested, and would otherwise have been returned to the share reserve under the 2018 Plan, the number of shares underlying such awards will be available for future grant under the 2021 Plan. Options granted are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. Stock options generally vest over a four-year term. The exercise price of each option shall be determined by the Company’s board of directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100 % of the fair market value of the Company’s common stock at the time the option is granted. For holders of more than 10% of the Company’s total combined voting power of all classes of stock, incentive stock options may not be granted at less than 110 % of the fair market value of the Company’s common stock on the date of grant and for a term that exceeds five years . Early exercise was permitted for certain grants under the 2018 Plan. Stock options A summary of the Company’s stock option activity under the 2021 Plan and 2018 Plan is as follows (in thousands, except share and per share data and years): Weighted- Weighted- average remaining Aggregate average contractual intrinsic Shares exercise price term (years) value Outstanding at December 31, 2023 24,970,957 $ 4.98 8.12 $ 4,412 Granted 11,596,445 1.76 Exercised ( 145,293 ) 0.89 Canceled ( 1,593,563 ) 3.93 Outstanding at June 30, 2024 34,828,546 $ 3.97 8.05 $ 11,579 Options exercisable at June 30, 2024 15,155,782 $ 4.70 6.83 $ 5,433 The weighted-average grant date fair value of options granted for the three and six months ended June 30, 2024 was $ 1.48 and $ 1.28 , respectively, and for the three and six months ended June 30, 2023 was $ 2.05 and $ 2.83 , respectively. As of June 30, 2024, the unrecognized compensation cost related to unvested stock option grants was $ 47.4 million and is expected to be recognized as expense over approximately 2.67 years. The intrinsic value of the options exercised for the three and six months ended June 30, 2024 was $ 123,000 and $ 170,000 , respectively. The intrinsic value of the options exercised for the three and six months ended June 30, 2023 was $ 376,000 and $ 893,000 , respectively. Prior to the Company's IPO, certain individuals were granted the ability to early exercise their stock options. The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options on the accompanying condensed consolidated balance sheets and will be transferred into common stock and additional paid-in capital as the shares vest. As of June 30, 2024 and December 31, 2023, there were 123,961 shares and 371,876 shares subject to repurchase by the Company, respectively. As of June 30, 2024 and December 31, 2023, the Company recorded $ 155,000 and $ 464,000 of liabilities associated with shares issued with repurchase rights, respectively, which is recorded in accrued expenses and other current liabilities. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Risk-free interest rate 4.26 %- 4.64 % 3.50 %- 3.98 % 3.84 %- 4.64 % 3.46 %- 4.22 % Expected volatility 82.72 %- 83.14 % 83.20 %- 85.02 % 82.72 %- 83.91 % 83.20 %- 85.81 % Expected term (in years) 5.50 - 6.08 5.50 - 6.08 5.28 - 6.08 5.50 - 6.08 Expected dividend yield - -% - -% - -% - -% Effective May 21, 2024, and in accordance with the terms of the 2021 Plan, the Company's board of directors approved a stock option repricing (the Option Repricing) whereby the exercise price of each Repriced Option (as defined below) was reduced to $ 2.35 per share, the closing stock price on May 21, 2024. For purposes of the Option Repricing, “Repriced Options” are 7,478,918 outstanding stock options as of May 21, 2024 (vested and unvested) granted under the 2021 Plan and held by those eligible employees of the Company identified by the Company's board of directors, excluding the Company’s Section 16 officers (the Chairman and Chief Executive Officer, the Chief Financial Officer and Chief Business Officer, the Chief Medical Officer, and the General Counsel) and the Company's board of directors. To the extent a Repriced Option is exercised prior to the Premium End Date (as defined below), the eligible employee will be required to pay the original exercise price per share of the Repriced Options in connection with any exercise of the Repriced Option. The “Premium End Date” means the earliest of (i) May 21, 2026; (ii) the date of a change in control of the Company; (iii) the date of the eligible employee’s death or disability; or (iv) the date of the eligible employee’s termination without cause, provided that such termination without cause occurs after May 21, 2025. Except for the reduction in the exercise prices of the Repriced Options as described above, the Repriced Options will retain their existing terms and conditions as set forth in the 2021 Plan and the applicable award agreements. All repriced options will retain their original vesting schedule. The Option Repricing resulted in $ 1.1 million of incremental cost, which was calculated using the Black-Scholes option pricing model, of which $ 559,000 of the incremental cost will be recognized on a straight-line basis through the Premium End Date, and $ 558,000 of the incremental cost will be recognized on a straight-line basis over the greater of the period through the Premium End Date or the remaining service period. The incremental cost is included in general and administrative expense and research and development expense on the condensed consolidated statements of operations and comprehensive loss. Employee stock purchase plan In July 2021, the Company’s board of directors adopted and the Company’s stockholders approved the Company's 2021 Employee Stock Purchase Plan (the ESPP), which became effective in connection with the IPO. The ESPP permits participants to contribute up to a specified percentage of their eligible compensation during a series of offering periods of 24 months , each comprised of four six-month purchase periods, to purchase the Company’s common stock. The purchase price of the shares will be 85 % of the fair market value of the Company’s common stock on the first day of trading of the applicable offering period or on the applicable purchase date, whichever is lower. A total of 1,260,000 shares of common stock was initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP may be increased annually on the first day of each calendar year during the term of the ESPP, beginning in 2022, by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors or an authorized committee of the board of directors. The Company recognized stock-based compensation expense related to the ESPP of $ 103,000 and $ 444,000 during the three and six months ended June 30, 2024, respectively, and $ 349,000 and $ 1.1 million during the three and six months ended June 30, 2023, respectively. As of June 30, 2024, the unrecognized compensation cost related to the ESPP was $ 1.0 million and is expected to be recognized as expense over approximately 1.47 years. As of June 30, 2024 and December 31, 2023, $ 43,000 and $ 46,000 has been withheld on behalf of employees for future purchase under the ESPP, respectively, and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The Company issued and sold 252,444 shares under the ESPP during the three and six months ended June 30, 2024 and 223,696 shares under the ESPP during the three and six months ended June 30, 2023. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock to be purchased under the ESPP were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Risk-free interest rate 4.75 %- 5.39 % 4.70 %- 5.35 % 4.75 %- 5.39 % 4.70 %- 5.35 % Expected volatility 68.73 %- 74.72 % 72.54 %- 82.79 % 68.73 %- 74.72 % 72.54 %- 82.79 % Expected term (in years) 0.49 - 1.99 0.50 - 1.99 0.49 - 1.99 0.50 - 1.99 Expected dividend yield - -% - -% - -% - -% Stock-based compensation expense The allocation of stock-based compensation for all stock awards was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 3,788 $ 3,867 $ 7,272 $ 7,747 General and administrative 3,392 3,145 6,756 6,110 Total $ 7,180 $ 7,012 $ 14,028 $ 13,857 Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Stock options issued and outstanding 34,828,546 24,970,957 Awards available for future grant 12,913,020 15,342,797 Shares available for purchase under the ESPP 1,828,237 2,080,681 Total 49,569,803 42,394,435 |