Stock-Based Compensation | 11. STOCK-BASED COMPENSATION Stock-based compensation expense as reflected in the Company’s consolidated statements of operations and comprehensive loss was as follows: Year Ended December 31, 2023 2022 (in thousands) Research and development $ 610 $ 669 General and administrative 2,725 2,537 Stock-based compensation expense included in operating expenses $ 3,335 $ 3,206 2021 Equity Incentive Plan The Company has two equity incentive plans: the 2019 Equity Incentive Plan (“2019 Plan”) and the 2021 Equity Incentive Plan (“2021 Plan”). New awards can only be granted under the 2021 Plan, under which the Company is able to issue equity awards to employees, Board members, consultants, and advisors. The 2021 Plan became effective on June 24, 2021, the date the prospectus related to the Company's IPO was deemed effective by the SEC. The 2021 Plan authorizes the award of stock options, restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), cash awards, performance awards and stock bonus awards. The Company initially reserved 1,483,445 shares of its common stock, plus any reserved shares not issued or subject to outstanding grants under the 2019 Plan on the effective date of the 2021 Plan, for issuance pursuant to awards granted under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1, 2022 through 2031 by the number of shares equal to the lesser of 5% of the aggregate number of outstanding shares of the Company’s common stock as of the immediately preceding December 31, or a number as may be determined by the Board in any particular year. As such, 2,121,127 shares were added to the Plan in January 2024. As of December 31, 2023, 1,300,387 shares remained available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan The Company has adopted the Employee Stock Purchase Plan (“ESPP”) which became effective June 24, 2021, the date the prospectus related to the Company's IPO was deemed effective by the SEC, to enable eligible employees to purchase shares of its common stock with accumulated payroll deductions at a discount beginning on a date to be determined by the Board or compensation committee. The ESPP is intended to qualify under Section 423 of the Code. The Company initially reserved 228,222 shares of its common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1, 2022 through 2031 by the number of shares equal to the lesser of 1% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31 (rounded to the nearest whole share) or a number of shares as may be determined by the Board in any particular year. As such, 424,225 shares were added to the Plan in January 2024. As of December 31, 2023, no offering periods have commenced, and 693,406 shares remained available for future issuance under the ESPP. The aggregate number of shares issued over the term of the ESPP, subject to stock splits, recapitalizations or similar events, may not exceed 4,564,440 shares of the Company’s common stock. Stock Options The following is a summary of the Company’s stock option activity for the year ended December 31, 2023: Weighted Weighted Average Average Remaining Contractual Aggregate Options Exercise Price Term Intrinsic Value (in years) (in thousands) Outstanding at December 31, 2022 4,408,274 $ 3.44 8.52 $ 350 Granted 2,384,939 1.10 Exercised (1,264,899) 1.18 Cancelled (1,350,120) $ 2.85 Outstanding at December 31, 2023 4,178,194 $ 2.98 8.22 $ 11 Vested at December 31, 2023 2,741,791 $ 3.20 5.41 $ 10 Vested and expected to vest at December 31, 2023 4,178,194 $ 2.98 8.22 $ 11 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $1.6 million and $0.1 million, respectively. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $0.59 and $1.96 per share, respectively. The fair value of each stock option was estimated using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2023 2022 Risk-free interest rate 3.67 - 4.54 % 1.62 - 4.37 % Volatility 72 - 77 % 72-80 % Dividend yield — % — % Expected term (years) 2-7 6 The fair value of options that vested during the years ended December 31, 2023 and 2022 was $5.1 million and $2.8 million, respectively. The Company recorded stock-based compensation expense associated with stock option awards of $2.5 million and $2.4 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, there was Restricted Common Stock The terms of the 2019 Plan permitted certain option holders to exercise options before their options were vested, subject to certain limitations. Upon early exercise, the awards become subject to a restricted stock agreement and are subject to the same vesting provisions in the original stock option awards. Shares issued as a result of early exercise that have not vested are subject to repurchase by the Company upon termination of the purchaser’s employment, at the lesser of the price paid by the purchaser or the fair value of the shares at the time of repurchase. Such shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding until the repurchase right lapses and the shares are no longer subject to the repurchase feature. The liability is reclassified as common stock and additional paid-in capital as the shares vest and the repurchase right lapses. Accordingly, the Company has recorded the unvested portion of the exercise proceeds of $0 and less than $0.1 million as a liability from the early exercise in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively. The aggregate fair value of restricted common stock that vested during each of the years ended December 31, 2023 and 2022 was less than $0.1 million. The Company recorded stock-based compensation expense associated with restricted common stock of less than $0.1 million during each of the years ended December 31, 2023 and 2022. As of December 31, 2023, there were no unvested shares of restricted common stock. Restricted Stock Units The Company issues restricted stock units (“RSUs”) to employees that generally vest over a four-year period with 25% of awards vesting after one year and then quarterly thereafter. Any unvested shares will be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. RSU expense is amortized straight-line over the vesting period. The following table summarizes activity related to RSUs for the year ended December 31, 2023: Weighted Average Grant Date Number of shares Fair Value Unvested at December 31, 2022 125,622 $ 16.00 Granted 100,825 $ 0.98 Vested (50,250) $ 16.00 Cancelled (20,400) $ 0.98 Unvested at December 31, 2023 155,797 $ 8.25 The aggregate fair value of RSUs that vested during the years ended December 31, 2023 and 2022 was $0.1 million and $0.2 million, respectively. The Company recorded stock-based compensation expense of $0.8 million for each of the years ended December 31, 2023 and 2022 related to RSUs. As of December 31, 2023, the total unrecognized expense related to all RSUs was $1.4 million, which the Company expects to recognize over a weighted-average period of 1.7 years. In connection with the vesting of RSUs, the Company adopted a net settlement method whereby shares of common stock are withheld to satisfy tax withholding and remittance obligations. As of December 31, 2023, the Company withheld 47,733 shares, which are held in Treasury Stock, for $0.1 million. |