Stock-based Compensation | Stock-based Compensation 2017 Stock Incentive Plan In December 2017, the Company adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, under which it could grant incentive stock options (“ISOs”), non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights and other stock-based awards to eligible employees, officers, directors and consultants. The terms of stock options and RSAs, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2017 Plan. 2021 Stock Incentive Plan In April 2021, the board of directors adopted and the Company’s stockholders approved the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective immediately prior to the effectiveness of the Company’s initial public offering (“IPO”). As a result of the adoption of the 2021 Plan, no further awards will be made under the 2017 Plan. The 2021 Plan provides for the grant of ISOs, non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan. The terms of awards, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2021 Plan. The Company initially registered 3,352,725 shares of common stock under the 2021 Plan, pursuant to a Registration Statement on Form S-8 filed with the SEC on April 30, 2021, which was comprised of (i) 2,843,116 shares of common stock reserved for issuance under the 2021 Plan, (ii) 31,884 shares of common stock originally reserved for issuance under the 2017 Plan that became available for issuance under the 2021 Plan upon the completion of the IPO, and (iii) 477,725 shares of unvested restricted stock subject to repurchase by the Company that may become issuable under the 2021 Plan following such repurchase. The 2021 Plan also provides that an additional number of shares will be added annually to the shares authorized for issuance under the 2021 Plan 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 ended December 31, 2031. The number of shares added each year will be equal to the lesser of (i) 5% of the number of outstanding common stock on such date and (ii) such amount as determined by the board of directors. Effective January 1, 2022 and 2023, 1,380,397 and 1,575,753 additional shares, respectively, were automatically added to the shares reserved for issuance under the 2021 Plan pursuant to this evergreen provision. As of March 31, 2023, there were 1,093,993 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In April 2021, the board of directors adopted and the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective immediately prior to the effectiveness of the IPO. The Company initially reserved 244,000 shares of common stock for future issuance under the 2021 ESPP. The 2021 ESPP provides that an additional number of shares will automatically be added to the shares reserved for issuance on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing for each fiscal year until, and including, the fiscal year ending on December 31, 2032. The number of shares added each year will be equal to the lowest of (i) 488,000 shares of common stock, (ii) 1% of the number of shares of outstanding common stock on such date, and (iii) such amount as determined by the board of directors. Effective January 1, 2023, 315,150 additional shares were automatically added to the shares reserved for issuance under the 2021 ESPP pursuant to the evergreen provision. The Company initiated its first offering period under the 2021 ESPP in December 2022. The 2021 ESPP provides that eligible employees may contribute up to 15% of their eligible earnings toward the semi-annual purchase of the Company’s common stock. The 2021 ESPP is qualified under Section 423 of the Internal Revenue Code. The employee’s purchase price is derived from a formula based on the closing price of the common stock on the first day of the offering period versus the closing price on the last date of purchase (or, if not a trading day, on the immediately preceding trading day). The offering period under the 2021 ESPP has a duration of six months, and the purchase price with respect to each offering period beginning on or after such date is, until otherwise amended, equal to 85% of the lesser of (i) the fair market value of the Company’s common stock at the commencement of the applicable six-month offering period or (ii) the fair market value of the Company’s common stock on the purchase date. The Company estimate the fair value of the common stock under the 2021 ESPP using a Black-Scholes valuation model. The fair value was estimate on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with the following assumptions: risk-free interest rate (4.7%); expected term (0.5 years); expected volatility (77.0%); and an expected dividend yield (—%). The Company recorded less than $0.1 million of stock-based compensation under the 2021 ESPP for the three months ended March 31, 2023. As of March 31, 2023, there was unrecognized stock-based compensation expense of less than $0.1 million related to the current ESPP offering period, which ends May 31, 2023. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022 was as follows (in thousands): Three Months Ended 2023 2022 Research and development $ 1,020 $ 781 General and administrative 1,088 964 Total stock-based compensation $ 2,108 $ 1,745 RSA Activity The Company may, at its discretion, repurchase unvested shares of restricted stock issued pursuant to the 2017 Plan at the initial purchase price if the employees or non-employees terminate their service relationship with the Company. The following table summarizes RSA activity during the three months ended March 31, 2023 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2022 81 $ 1.38 Granted — $ — Vested (43) $ 1.37 Forfeited — $ — Unvested at March 31, 2023 38 $ 1.38 As of March 31, 2023, there was unrecognized stock-based compensation expense related to unvested RSAs of less than $0.1 million, which the Company expects to recognize over a weighted-average period of approximately 0.2 years. The aggregate fair value of RSAs that vested during the three months ended March 31, 2023 and 2022, based upon the fair values of the stock underlying the RSAs on the day of vesting, was $0.1 million and $0.5 million, respectively. RSU Activity The Company has also granted RSUs to its employees under the 2021 Plan. The following table summarizes RSU activity during the three months ended March 31, 2023 (in thousands, except per share amounts): Shares/Units Weighted-Average Unvested at December 31, 2022 323 $ 4.32 Granted — $ — Vested — $ — Forfeited — $ — Unvested at March 31, 2023 323 $ 4.32 As of March 31, 2023, there was unrecognized stock-based compensation expense related to unvested RSUs of $0.8 million, which the Company expects to recognize over a weighted-average period of approximately 1.0 year. No RSUs vested during the three months ended March 31, 2023 or 2022. Stock Option Activity During the three months ended September 30, 2022, the Company granted performance-based stock options to certain executive officers for the purchase of an aggregate of 883,352 shares of common stock with a grant date fair value of $3.36 per share. These stock options vest only upon achievement of specified performance targets related to certain business objectives. As of March 31, 2023, none of these options were vested because none of the specified performance targets had been achieved. Because achievement of the specified performance targets was not deemed probable as of September 30, 2022, the Company did not record any expense for these stock options from the date of issuance through March 31, 2023. The fair value of stock options granted during the three months ended March 31, 2023 and 2022 was calculated on the date of grant using the following weighted-average assumptions: Three Months Ended 2023 2022 Risk-free interest rate 3.9 % 1.6 % Expected term (in years) 6.0 6.0 Dividend yield — % — % Expected volatility 82.6 % 76.0 % Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended March 31, 2023 and 2022 was $1.48 and $7.54 per share, respectively. The following table summarizes stock option activity during the three months ended March 31, 2023 (in thousands, except per share amounts): Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Outstanding at December 31, 2022 5,244 $ 7.86 8.34 Granted 1,429 $ 2.05 Exercised — $ — Cancelled (8) $ 15.45 Outstanding at March 31, 2023 6,665 $ 6.60 8.61 Exercisable at March 31, 2023 2,011 $ 7.87 7.96 There were no stock option exercises during the three months ended March 31, 2023. The aggregate intrinsic fair value of stock options exercised during the three months ended March 31, 2022 was $0.3 million. As of March 31, 2023, there was unrecognized stock-based compensation expense related to unvested stock options of $18.6 million, which the Company expects to recognize over a weighted-average period of approximately 2.1 years. |