Stock-Based Compensation | Stock-Based Compensation 2019 Equity Incentive Plan The Company’s 2019 Stock Option and Grant Plan (the “2019 Plan”) provides for the Company to grant incentive stock options (“ISO”), non-qualified stock options, unrestricted stock awards, restricted stock awards (“RSA”) and other stock-based awards (collectively, the “Awards”) to the officers, employees, consultants and other key persons of the Company. The 2019 Plan was administered by the Board of Directors, or at the discretion of the Board of Directors, by a committee of the Board of Directors. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee if so delegated. In October 2022, in connection with the closing of the Company’s initial public offering (“IPO”), the Board of Directors determined that no further awards would be granted under the 2019 Plan. 2022 Stock Option and Incentive Plan On February 9, 2022, the Board of Directors adopted, and on October 10, 2022, the Company’s stockholders approved, the 2022 Stock Option and Incentive Plan (the “2022 Plan”), which became effective on October 18, 2022. The 2022 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The 2022 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The shares of common stock underlying any awards under the 2022 Plan and the 2019 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2022 Plan. The number of shares reserved and available for issuance under the 2022 Plan increased on January 1, 2023 and will increase on each January 1 hereafter, by five percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. On January 1, 2023, the annual increase resulted in an additional 4,868,856 shares authorized being added to the 2022 Plan. As of June 30, 2024, the Company had 21,530,955 shares reserved under the 2022 Plan and the 2019 Plan, and 8,846,990 shares available for issuance under the 2022 Plan. 2022 Employee Stock Purchase Plan On February 9, 2022, the Board of Directors adopted, and on October 10, 2022, the Company’s stockholders approved, the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which became effective on October 18, 2022. The number of shares of common stock that may be issued under the 2022 ESPP cumulatively increased beginning on January 1, 2023 and shall increase on each January 1 hereafter through January 1, 2032, by the least of (i) 971,350 shares of common stock, (ii) one percent of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such number of shares of common stock as determined by the administrator of the 2022 ESPP. There was no annual increase for the 2022 ESPP on January 1, 2024. As of June 30, 2024, the Company had 1,868,212 shares available for issuance under the 2022 Plan. During the six months ended June 30, 2024, the Company issued 74,488 shares of the Company’s common stock under the 2022 ESPP. Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2024: Number of Shares Weighted-Average Exercise Price Outstanding at December 31, 2023 7,641,863 $ 9.79 Granted 4,268,210 8.16 Exercised (19,203) 3.70 Cancelled or forfeited (268,635) 11.34 Outstanding at June 30, 2024 11,622,235 $ 9.17 Options vested and exercisable at June 30, 2024 3,682,315 $ 8.44 Options vested and expected to vest at June 30, 2024 11,622,235 $ 9.17 As of June 30, 2024, there was $52.6 million of total unrecognized compensation cost related to time-based unvested stock options the Company expects to recognize such amount over a remaining weighted-average period of 2.6 years. Performance-Based Stock Options The following table summarizes the Company’s performance-based stock option activity for the six months ended June 30, 2024: Number of Shares Weighted-Average Outstanding at December 31, 2023 411,730 $ 6.65 Granted 650,000 7.74 Exercised — — Cancelled or forfeited — — Outstanding at June 30, 2024 1,061,730 $ 7.31 Vested and exercisable at June 30, 2024 385,208 $ 6.72 As of June 30, 2024, there was $4.0 million of total unrecognized compensation cost related to performance-based stock options. Restricted Common Stock Awards The Company awarded restricted common stock to employees and non-employees under its 2019 Plan. The vesting of these restricted stock awards are time-based or performance-based. Time-Based Restricted Common Stock The following table summarizes the Company’s time-based restricted common stock activity for the six months ended June 30, 2024 : Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2023 903,227 $ 0.17 Issued — — Vested (641,470) 0.14 Repurchased (4,423) 0.34 Outstanding at June 30, 2024 257,334 $ 0.23 As of June 30, 2024, there was $0.1 million of total unrecognized compensation cost related to unvested ti me-based restricted common stock which the Company expects to recognize over a weighted-average period of 0.4 years. Performance-Based Restricted Common Stock The following table summarizes the Company’s performance-based restricted common stock activity for the six months ended June 30, 2024 : Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2023 3,832,769 $ 0.07 Issued — — Vested (360,226) 0.18 Repurchased — — Outstanding at June 30, 2024 3,472,543 $ 0.06 As of June 30, 2024, there was $0.2 million of total unrecognized compensation cost related to unvested performance-based restricted common stock. Stock-Based Compensation The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock awards in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended Six Months Ended (in thousands) 2024 2023 2024 2023 Stock-based compensation expense: Research and development $ 4,221 $ 2,164 $ 6,946 $ 3,334 General and administrative 3,870 1,419 6,354 1,930 Total stock-based compensation expense $ 8,091 $ 3,583 $ 13,300 $ 5,264 |