STOCK-BASED COMPENSATION | NOTE 10. STOCK-BASED COMPENSATION On September 23, 2021, the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”) became effective. The 2021 Plan and ESPP provide for annual automatic increases in the number of shares reserved under each plan on January 1 of each year, beginning on January 1, 2022 and through January 1, 2031. The number of shares available for issuance under the 2021 Plan will increase annually in an amount equal to the least of (i) 2,750,000 shares, (ii) a number of shares equal to 4% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such lesser number of shares determined by the Company’s Board of Directors (“Board”) no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the ESPP will increase annually in an amount equal to the least of (i) 550,000 shares of common stock, (ii) a number of shares of common stock equal to 1% of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Board. As of September 30, 2023, 6,403,566 shares were reserved for issuance under the 2021 Plan, of which 1,086,589 shares were available for future grant and 5,316,977 shares were subject to outstanding options and restricted stock units (“RSUs”), including performance-based awards. As of September 30, 2023, 124,435 shares have been issued under the ESPP and 1,184,572 shares were reserved and available for future issuance. On March 14, 2022, the Compensation Committee of the Board adopted the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”) under which the Company may grant equity awards to new employees. The only persons eligible to receive grants under the 2022 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq guidance. As of September 30, 2023, 5,500,000 shares were reserved for issuance under the 2022 Inducement Plan, of which 1,196,841 shares were available for future grant and 4,303,159 shares were subject to outstanding stock options. Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and other awards to employees, directors and consultants. Under the 2022 Inducement Plan, the Company can grant nonstatutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and other awards, but only to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. Under the ESPP, the Company can grant purchase rights to employees to purchase shares of common stock at a purchase price which is equal to 85% of the fair market value of common stock on the offering date or on the exercise date, whichever is lower. Stock options under the 2021 Plan and the 2022 Inducement Plan may be granted for periods of up to 10 years and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an incentive stock option (which cannot be granted pursuant to the 2022 Inducement Plan) granted to a 10% stockholder may not be less than 110% of the fair market value of the shares. Stock options granted to employees and non-employees generally vest ratably over four years. Stock Option Activity The following table summarizes the stock option activity, including performance-based stock options, under the 2021 Plan, the 2022 Inducement Plan and the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) for the nine months ended September 30, 2023: Options Outstanding Number of Weighted Weighted - Aggregate Balance, December 31, 2022 6,169,180 $ 2.25 7.80 $ — Options granted 5,570,696 $ 1.64 Options exercised (545,816 ) $ 0.71 Options cancelled/forfeited (921,691 ) $ 1.84 Balance, September 30, 2023 10,272,369 $ 2.04 8.77 $ 3 Vested and expected to vest, September 30, 2023 10,272,369 $ 2.04 8.77 $ 3 Exercisable, September 30, 2023 2,938,989 $ 1.99 7.54 $ 1 The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the three and nine months ended September 30, 2023 was less than $0.1 million and $0.4 million, respectively, and during the three and nine months ended September 30, 2022 was less than $0.1 million and $0.1 million, respectively. The total fair value of options that vested during the nine months ended September 30, 2023 and 2022 was $2.7 million and $1.0 million, respectively. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2023 and 2022 was $1.35 and $1.88 per share, respectively. Unamortized stock-based compensation for granted options as of September 30, 2023 was $10.5 million, which is expected to be recognized over a weighted-average period of 2.96 years, including $0.1 million related to performance-based stock options, which is expected to be recognized over a weighted-average period of 0.50 years. Performance-based stock options The following table summarizes the performance-based stock options activity under the 2021 Plan and the 2019 Plan, which are included in the stock option activity table above, for the nine months ended September 30, 2023: Options Weighted Weighted Aggregate Balance, December 31, 2022 463,959 $ 1.42 8.06 $ — Options granted 50,000 $ 1.92 Options cancelled/forfeited (50,000 ) $ 1.92 Balance, September 30, 2023 463,959 $ 1.42 7.31 $ — Vested and expected to vest, September 30, 2023 463,959 $ 1.42 7.31 $ — Exercisable, September 30, 2023 313,959 $ 0.78 6.71 $ — Restricted Stock Units (“RSUs”) The following table provides a summary of RSU activity under the 2021 Plan during the nine months ended September 30, 2023: Number of Weighted Unvested restricted stock units at December 31, 2022 2,617,445 $ 0.79 Granted 50,000 $ 1.50 Vested (1,309,356 ) $ 0.79 Forfeited (281,275 ) $ 0.92 Unvested restricted stock units at September 30, 2023 1,076,814 $ 0.79 Outstanding restricted stock units at September 30, 2023 1,076,814 $ 0.79 The total fair value of RSUs that vested during the nine months ended September 30, 2023 was $1.0 million. Unamortized stock-based compensation for RSUs as of September 30, 2023 was $0.1 million, which is expected to be recognized over a weighted-average period of 0.03 years. In October 2023, 1,076,814 RSUs vested and the Company released 724,848 shares of the common stock, net of tax withholdings, to the RSU holders. Employee Stock Purchase Plan The Company issued zero Stock-Based Compensation Expense The following table presents stock-based compensation expenses related to options and RSUs granted to employees and non-employees, ESPP awards and restricted common stock shares issued to founders (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 General and administrative $ 1,014 $ 475 $ 2,713 $ 1,511 Research and development 381 169 1,340 976 Total $ 1,395 $ 644 $ 4,053 $ 2,487 The Company recognized stock-based compensation income of $0.1 million and expense of less than $0.1 million related to performance-based options and RSUs during the three and nine months ended September 30, 2023, respectively, and stock-based compensation expense of $0.1 million during each of the three and nine months ended September 30, 2022. Valuation of Stock Options The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Expected term (in years) 5.46 – 6.08 6.01 – 6.08 5.25 – 6.08 1.00-6.08 Expected volatility 108.08% – 108.88 % 105.64% – 105.99 % 103.31% – 108.98 % 63.41% – 105.99 % Risk-free interest rate 4.12% – 4.55 % 2.99% – 3.27 % 3.45% – 4.55 % 1.40% – 3.27 % Expected dividend yield — — — — Valuation of ESPP Awards The grant date fair value of ESPP awards was estimated using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Expected term (in years) — — 0.50 0.50 Expected volatility — — 266.24 % 75.60 % Risk-free interest rate — — 5.39 % 1.81 % Expected dividend yield — — — — |