Stock-Based Compensation | 8. Stock-Based Compensation Equity Incentive Plans 2020 Stock Incentive Plan In 2020, the Company adopted 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. 2021 Stock Incentive Plan In 2021, the Company’s board of directors and stockholders adopted the 2021 Plan, which became effective immediately prior to the IPO in October 2021. Upon effectiveness of the 2021 Plan, the Company ceased granting awards under the 2020 Plan. 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 2021 Plan 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 the Company 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. On January 1, 2023, the number of shares reserved for issuance under the 2021 Plan automatically increased by 1,373,580 shares. As of March 31, 2023, there were 3,096,174 shares available for future issuance under the 2021 Plan. 2022 Inducement Plan In 2022, the Company’s board of directors adopted the 2022 Inducement Plan pursuant to Nasdaq Rule 5635(c)(4). In accordance with Rule 5635(c)(4), stock-based incentive awards under the 2022 Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s board of directors, or an employee who is being rehired following a bona fide period of non-employment by the Company as a material inducement to the employee’s entering into employment with the Company. An aggregate of 275,000 shares of the Company’s common stock has been reserved for issuance under the 2022 Inducement Plan. The exercise price of stock options granted under the 2022 Inducement Plan will not be less than the fair market value of a share of the Company’s common stock on the grant date. Other terms of awards, including vesting requirements, are determined by the Company’s board of directors and are subject to the provisions of the 2022 Inducement Plan. As of March 31, 2023, no shares have been granted under the 2022 Inducement Plan. 2021 Employee Stock Purchase Plan In 2021, the Company’s board of directors and stockholders adopted the 2021 ESPP, which became effective immediately prior to the IPO in October 2021. The Company initially reserved 292,031 shares of common stock for issuance under the 2021 ESPP. In addition, the 2021 ESPP provides that the number of shares of common stock reserved for issuance under the 2021 ESPP will be cumulatively increased on January 1 of each calendar year 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. On January 1, 2023, the number of shares reserved for issuance under the 2021 ESPP was increased by 274,716 shares. The first offering period under the 2021 ESPP commenced on December 1, 2022 and ends May 31, 2023. As of March 31, 2023, no shares have been issued under the 2021 ESPP. As of March 31, 2023, there were 841,436 shares available for future issuance under the 2021 ESPP. Stock-Based Compensation Expense During the three months ended March 31, 2023 and 2022, 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 March 31, 2023 2022 Research and development expense $ 573 $ 596 General and administrative expense 1,218 1,433 Total stock-based compensation expense $ 1,791 $ 2,029 Stock Options A summary of stock option activity under the Company’s 2020 Plan, 2021 Plan and 2022 Inducement Plan is as follows: Weighted Average Remaining Aggregate Weighted Contractual Intrinsic Number of Average Term Value (1) Stock Options Exercise Price (In years) (In thousands) Outstanding as of December 31, 2022 4,960,553 $ 8.04 8.59 $ 89 Granted 1,530,505 $ 2.69 Exercised (156) $ 2.69 Cancelled/forfeited (403,302) $ 7.36 Outstanding as of March 31, 2023 6,087,600 $ 6.74 8.45 $ 962 Exercisable as of March 31, 2023 2,060,294 $ 7.82 7.43 $ 47 (1) 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 as of the end of the period. Using the Black-Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the three months ended March 31, 2023 and 2022 was $1.95 and $8.83, respectively. The following assumptions were used in determining the fair value of options granted during the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.97 – 3.98 % 1.47 – 1.89 % Expected dividend yield 0 % 0 % Expected term (in years) 6.02 – 6.08 6.00 – 6.08 Expected volatility 82.35 % 80.75 – 80.92 % As of March 31, 2023, the Company had unrecognized stock-based compensation expense of $16.1 million related to stock options issued to employees and directors, which is expected to be recognized over a weighted-average period of 2.75 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, 2022 46,160 $ 5.51 Vested (14,217) $ 5.51 Canceled/Forfeited (1,229) $ 5.51 Unvested as of March 31, 2023 30,714 $ 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 three months ended March 31, 2023 and 2022, the aggregate fair value of the restricted stock awards that vested was less than $0.1 million and $0.2 million, respectively. As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested restricted stock awards was $0.2 million, which is expected to be recognized over a weighted-average period of 0.80 years. |