Stock-Based Compensation | 8. Stock-Based Compensation 2021 Equity Incentive Plan On September 27, 2021, the Company’s board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on October 7, 2021, when the Company’s registration statement was declared effective by the SEC. The 2021 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company has initially reserved 3,852,807 shares of its common stock for the issuance of awards under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by lesser of 5 % of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year or number of shares as may be determined by the board of directors. As a result of the evergreen provision of the 2021 Plan, the Company added an additional 1,639,643 shares of common stock to the 2021 Plan as of January 1, 2022. The maximum number of shares of common stock that may be issued pursuant to the exercise of incentive options under the 2021 Plan is 7,705,614 . As of March 31, 2022, options to purchase 2,868,303 shares of common stock and 2,131,460 restricted stock units were outstanding under the 2021 Plan and 492,687 shares remained available for future issuance under the 2021 Plan. 2019 Equity Incentive Plan In 2019, the Company established the 2019 Plan, under which the Company grant options and restricted stock to its employees and certain non-employees. The maximum number of shares of common stock reserved for issuance under the 2019 Plan is 4,042,408 shares. The Company may grant options to purchase authorized but unissued shares of the Company’s common stock. Options granted under the 2019 Plan include incentive stock options that can be granted only to the Company’s employees and non-statutory stock options that can be granted to the Company’s employees, consultants, advisors and directors. The 2019 Plan also permits the Company to issue restricted stock awards. Prior to the initial public offering, the exercise prices, vesting and other restrictions of the awards to be granted under the 2019 Plan are determined by the board of directors, except that no stock option may be issued with an exercise price less than the fair market value of the common stock at the date of the grant or have a term in excess of ten years. Options granted under the 2019 Plan are exercisable in whole or in part at any time subsequent to vesting. As of March 31, 2022, options to purchase 3,298,213 shares of common stock were outstanding under the 2019 Plan an d 127,397 shares remained available for future issuance under the 2019 Plan. Stock Options The summary of stock option activity for the three months ended March 31, 2022 (in thousands, except share and per share amounts): Number of Weighted Weighted Aggregate Outstanding at January 1, 2022 5,926,969 $ 10.03 9.5 $ 16,414 Granted 353,263 7.96 Exercised ( 51,118 ) 3.45 Forfeited ( 62,598 ) 4.88 Outstanding at March 31, 2022 6,166,516 $ 10.02 9.3 $ 440 Options exercisable at March 31, 2022 1,202,273 $ 5.46 9.0 $ 189 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stock of $ 4.04 per share as of March 31, 2022. The options granted during the three months ended March 31, 2022 and 2021 had a weighted-average fair value of $ 6.27 per share and $ 3.51 per share, respectively. The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the range of assumptions in the following table: Three Months Ended March 31, 2022 2021 Expected volatility 98.05 % - 101.66 % 75.17 % Risk-free interest rate 1.60 % 1.16 % Expected dividend yield 0.00 % 0.00 % Expected term (in years) 6.08 6.02 – 6.08 Stock-based compensation expense related to stock options recorded is as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 472 $ 820 General and administrative 2,874 1,624 Total $ 3,346 $ 2,444 The Company has an aggregate $ 36.6 million of gross unrecognized stock-based compensation expense as of March 31, 2022 remaining to be amortized over a weighted average period of 2.77 years. The Company has not recognized and does not expect to recognize in the near future, any tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance related to its net deferred tax assets. Restricted Stock Awards Under the 2021 Plan, the Company issued 2,131,460 restricted common stock to employees. Compensation cost related to these awards were recorded based on the Company's stock price on the date of issuance. The Company issued 994,650 shares of restricted common stock to the employee co-founders and certain non-employee consultants in 2019. The shares of restricted common stock were issued pursuant to standalone restricted stock purchase agreements that are independent of the 2019 Plan and 2021 Plan. The shares of restricted common stock carried a purchase price equivalent of $ 0.01 per share. The compensation cost was measured based on the fair value of the underlying common stock less the purchase price of the restricted common stock and the Company recognizes compensation costs over the requisite service period. Under the terms of the restricted stock purchase agreements, the Company has a repurchase option whereby it has the right to repurchase any unvested shares upon termination at a price per share equal to the lesser of: (i) the fair market value of the Company’s common stock on the date of repurchase and (ii) the original purchase price. The shares of restricted common stock issued to the Company’s co-founders and non-employee consultants vest based on a predefined number of shares. The Company recognized an associated deposit liability for restricted stock awards issued pursuant to standalone restricted stock purchase agreements upon issuance based on the purchase price of the awards as the unvested shares are subject to repurchase upon termination. As the awards of restricted stock vest, the Company reclassifies the deposit liability to additional paid-in capital. The summary of restricted stock activity for the three months ended March 31, 2022: Number of Shares Weighted Non-vested at December 31, 2021 618,494 $ 3.04 Granted 2,082,952 4.07 Vested ( 100,908 ) 0.01 Non-vested at March 31, 2022 2,600,538 $ 4.06 The Company has recorded stock-based compensation expense related to the restricted stock of $ 58 thousand and $ 6 thousand for the three months ended March 31, 2022 and 2021, respectively. The Company has an aggregate $ 9.2 million of gross unrecognized restricted stock-based compensation expense as of March 31, 2022 remaining to be amortized over a weighted average period of 2.8 years. 2021 Employee Stock Purchase Plan On September 27, 2021, the Company’s board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on October 7, 2021, when the Company’s registration statement was declared effective by the SEC. The 2021 ESPP reserved and authorized the issuance of up to a total of 424,595 shares of common stock to participating employees. No shares are issued under 2021 ESPP plan as of the date of issuance of these unaudited condensed consolidated financial statements. |