Equity-Based Compensation | 9. Equity-Based Compensation Equity Incentive Plans 2020 Stock Incentive Plan In July 2020, the Company’s stockholders approved the 2020 Plan. Under the 2020 Plan, the Company was authorized to issue shares of common stock to the Company’s employees, officers, directors, consultants, and advisors in the form of options, restricted stock awards or other stock-based awards. Upon the effectiveness of the 2021 Plan in October 2021, the Company ceased granting awards under the 2020 Plan. 2021 Stock Incentive Plan In September 2021, the Company’s board of directors adopted the 2021 Plan, which was approved by the Company’s stockholders and became effective immediately prior to the effectiveness of the Company’s registration statement on Form S-1, as amended (File No. 333-259973), which was declared effective by the SEC on October 21, 2021 (the “Registration Statement”). The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares of the Company’s common stock initially reserved for issuance under the 2021 Plan was the sum of (1) 2,654,828; plus (2) the number of shares (up to 3,967,038 shares) as is equal to the sum of (x) the number of shares of the Company’s common stock reserved for issuance under the 2020 Plan that remained available for grant under the 2020 Plan immediately prior to the effectiveness of the Registration Statement and (y) the number of shares of the Company’s common stock subject to outstanding awards whether granted under the 2020 Plan or outside of the 2020 Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right and that, prior to the effectiveness of the 2021 Plan, would have become available for issuance under the 2020 Plan; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year, commencing on January 1, 2022 and continuing until, and including, January 1, 2031, equal to the lesser of (i) 5% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) the number of shares of common stock determined by the Company’s board of directors (the “Evergreen Provision”). Effective January 1, 2022, the number of shares reserved for issuance under the 2021 Plan increased by 1,373,447 shares in accordance with the Evergreen Provision. As of September 30, 2022, there were 2,809,865 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted the 2021 ESPP, which was approved by the stockholders and became effective on October 21, 2021, immediately prior to the effectiveness of the Registration Statement. The Company initially reserved 292,031 shares of the Company’s common stock for future issuance under the 2021 ESPP. The number of shares of common stock reserved for issuance under the 2021 ESPP will automatically increase on each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of (i) 584,062 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on such date, and (iii) a number of shares of common stock as determined by the Company’s board of directors (the “ESPP Evergreen Provision”). Effective January 1, 2022, the number of shares reserved for issuance under the 2021 ESPP increased by 274,689 shares in accordance with the ESPP Evergreen Provision. As of September 30, 2022, no offering periods have commenced under the 2021 ESPP. Equity-Based Compensation Expense During the three and nine months ended September 30, 2022 and 2021, the Company recorded compensation expense related to stock options and restricted common stock for employees and non-employees, which was allocated as follows in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development expense $ 594 $ 378 $ 1,827 $ 864 General and administrative expense 1,277 713 4,782 2,023 Total equity-based compensation expense $ 1,871 $ 1,091 $ 6,609 $ 2,887 For the nine months ended September 30, 2022 and 2021, general and administrative equity-based compensation expense includes $0.6 million and $0.2 million, respectively, in non-recurring compensation expense resulting from the modification of previously issued stock options. Stock Options A summary of stock option activity under the 2021 Plan is as follows: Weighted Average Remaining Aggregate Weighted Contractual Intrinsic Number of Average Term Value Stock Options Exercise Price (In years) (In thousands) Outstanding as of December 31, 2021 4,088,456 $ 8.59 9.13 $ 30,291 Granted 1,610,916 $ 8.35 Exercised (2,657) $ 5.89 Cancelled/forfeited (697,459) $ 10.23 Outstanding as of September 30, 2022 4,999,256 $ 8.29 8.54 $ 134 Exercisable as of September 30, 2022 1,601,562 $ 7.93 7.60 $ 1 Vested and expected to vest as of September 30, 2022 4,999,256 $ 8.29 8.54 $ 134 Using the Black-Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the nine months ended September 30, 2022 and 2021 was $5.88 and $5.16, respectively. The following assumptions were used in determining the fair value of options granted during the nine months ended September 30, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.47 – 3.63 % 0.63 – 1.15 % Expected dividend yield 0 % 0 % Expected term (in years) 5.27 – 6.08 5.52 – 10.00 Expected volatility 80.75 – 87.64 % 80.60 – 85.26 % The achievement of the performance conditions underlying outstanding performance-based awards was not probable as of September 30, 2022; therefore, no compensation expense was recorded for these awards. As of September 30, 2022, total unrecognized compensation costs related to performance-based awards was less than $0.1 million. As of September 30, 2022, total unrecognized compensation cost related to unvested stock options, excluding performance-based awards, was approximately $18.4 million, which is expected to be recognized over a weighted-average period of 2.76 years. Restricted Stock A summary of the Company’s restricted stock activity and related information is as follows: Number Weighted of Shares Average of Restricted Grant Date Stock Fair Value Unvested as of December 31, 2021 110,575 $ 5.51 Vested (46,117) $ 5.51 Canceled/Forfeited — $ — Unvested as of September 30, 2022 64,458 $ 5.51 In June 2020, the Company granted 552,546 shares of common stock underlying restricted stock awards, and the Company has not subsequently granted any additional restricted stock awards. During the nine months ended September 30, 2022, the aggregate fair value of the restricted stock awards that vested was $0.3 million. As of September 30, 2022, total unrecognized compensation cost related to unvested restricted stock awards was approximately $0.4 million, which is expected to be recognized over a weighted-average period of 1.13 years. |