Stock-Based Compensation | 8. Stock-Based Compensation 2019 Stock Incentive Plan The Company's 2019 Stock Incentive Plan, or the 2019 Plan, provided for the Company to grant incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. The 2019 Plan was administered by the Board or, at the discretion of the Board, by a committee delegated by Board. The exercise prices, vesting and other restrictions were determined at the discretion of the Board, or its committee if so delegated. The Company’s Board valued the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third party valuation specialists as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. The total number of shares of common stock that could have been issued under the 2019 Plan was 5,317,559 shares, of which 474,951 shares remained available for grant on September 19, 2022, the date that the Company's 2022 Equity Incentive Plan, or the 2022 Plan, became effective. Upon the effectiveness of the 2022 Plan, the 474,951 remaining shares available under the 2019 Plan were transferred and became available for issuance under the 2022 Plan. Shares of common stock underlying outstanding awards under 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 to the shares of common stock available for issuance under the 2022 Plan. 2022 Plan The 2022 Plan was approved by the Board and stockholders in August 2022. The 2022 Plan became effective on September 14, 2022 and replaced the Company's 2019 Plan on that date. The 2022 Plan authorizes the award of incentive stock options, or ISOs, non-qualified stock options, or NQSOs, Restricted Stock Awards, or RSAs, Stock Appreciation Rights, or SARs, Restricted Stock Units, or RSUs, performance awards and stock bonus awards. Pursuant to the 2022 Plan, ISOs may be granted only to employees. The number of shares initially reserved for issuance under the 2022 Plan is 4,901,688 shares of common stock, which includes the 474,951 shares transferred from the 2019 Plan, and shall automatically increase on January 1 of each of 2023 through 2032 by the number of shares equal of the lesser of 5 % of the aggregate number of shares of all classes of the common stock, plus the total number of shares of common stock issuable upon conversion of any preferred stock (if any) or exercise of any pre-funded warrants, as issued and outstanding as of the immediately preceding December 31, or a number as may be determined by the Board. The 2022 Plan is administered by the Board or, at the discretion of the Board, by a committee of the Board. The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100 % of the fair market value of the share of common stock on the date of grant and the term of stock option may not be greater than ten years . Shares that are expired terminated, surrendered or cancelled under the 2022 Plan without having been fully exercised will be available for future awards. Stock Options The assumptions that the Company used to determine the grant-date fair value of stock options awarded to employees, were as follows for the three months ended March 31, 2022 and 2023: Three Months Ended March 31, 2022 2023 Expected term (in years) 6.06 - 6.53 5.21 - 6.96 Expected volatility 82.3 - 82.7 % 85.7 - 87.1 % Risk-free interest rate 1.70 - 2.56 % 3.55 - 4.21 % Expected dividend yield — — Fair value of stock option $ 6.51 - 6.73 $ 3.00 - 3.27 The following table summarizes the Company’s stock option activity since December 31, 2022: Number of Shares Weighted-Average Weighted-Average Aggregate Intrinsic Outstanding as of December 31, 2022 3,644,500 $ 10.45 9.51 $ 1,283 Granted 1,457,900 4.22 Exercised — — Forfeited or cancelled ( 78,044 ) 4.18 Outstanding as of March 31, 2023 5,024,356 4.03 9.35 1,052 Options vested and exercisable as of March 31, 2023 606,727 3.37 8.72 606 Options unvested as of March 31, 2023 4,417,629 4.12 9.44 445 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. The weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2023 was $ 3.14 . As of March 31, 2023, there was $ 28.0 million of unrecognized stock-based compensation expense related to unvested stock options, to be recognized over a weighted-average period of 3.38 years. The total fair value of options vested during the three months ended March 31, 2023 was $ 3.9 million. Included within the total stock options outstanding are 95,461 stock options to purchase common stock which have performance-based vesting criteria and were granted to certain employees, officers and consultants of the Company on various dates during the years ended December 31, 2020 and 2021, collectively, the Performance Stock Options. Vesting of 37,133 of the Performance Stock Options was contingent on the closing of the Series A-2 Second Tranche, which occurred on February 24, 2021, and vesting of the remaining 97,938 Performance Stock Options was contingent on the closing of the Series A-3 Second Tranche, which occurred on November 15, 2021. The vesting commencement date of the Performance Stock Options was the date in which the performance condition is met, and vesting occurs based on the accelerated attribution method over four years from the vesting commencement date. The Company began to recognize expense associated with the Performance Stock Options on the date in which each respective performance criteria was met and recognized total stock-based compensation expense associated with the Performance Stock Options of less than $ 0.1 million for the three months ended March 31, 2023 . No expense associated with the Performance Stock Options was recognized prior to the year ended December 31, 2022. Repricing of Stock Options On March 6, 2023, the Board approved the reduction in exercise price of certain options that had been granted under the 2019 Plan and the 2022 Plan, that have an exercise price greater than or equal to $ 8.61 per share, which were each repriced at an exercise price of $ 4.20 effective March 21, 2023. There were no changes in the vesting schedule or maturity term of the options. Options representing 3,085,468 underlying shares were included in this repricing and the total incremental stock-based compensation expense associated with the modification of these options was $ 2.1 million. The incremental expense as a result of the repricing was recognized immediately for vested awards, and the incremental expense for the unvested awards will be recognized over the remaining requisite service period. Restricted Common Stock Awards The Company has granted restricted common stock awards with service and performance and service based vesting conditions to employees of the Company. Unvested shares of restricted common stock may not be sold or transferred by the holder, except for transfers for estate planning purposes in which the transferee agrees to remain bound by all restrictions set forth in the original common stock purchase agreement. These restrictions lapse over the vesting term of each award, which is typically four years . The purchase price of each share of restricted common stock was $ 0.0001 per share. On August 9, 2021, the Company’s chief executive office, or CEO, purchased 1,218,836 shares of common stock at a purchase price of $ 1.44 per share, under the terms of a restricted common stock award granted under the 2019 Plan. These shares were purchased in exchange for a promissory note, or the Promissory Note, of $ 1.8 million. The shares granted include both service and performance-based vesting criteria and accrued at an interest rate of 0.76 % per annum, compounded annually and were accounted for as restricted stock. On August 22, 2022, the Company forgave the entire promissory note, including principal and accrued and unpaid interest. As a result this is considered a modification to the original awards, and the Company recognized the grant date fair value plus any incremental fair value due to the modification. The incremental cost was measured as the difference between the fair value of the award at modification date and the fair value of the original award immediately prior to modification. As a result of accounting for the modification, the Company recorded an incremental stock-based compensation charge of $ 1.0 million, which will be recognized over the remaining requisite service period of award from the date of the modification. The CEO was paid a one-time special bonus of $ 1.9 million to offset the CEO’s tax liability as a result of the forgiveness of the promissory note, or the Tax Payment, which is subject to a three-year vesting schedule with six-month cliffs . The Company is allowed to claw-back the unvested portion of the Tax Payment in the event that the CEO’s employment is terminated before the end of the three-year vesting period, provided that the CEO’s employment is terminated by the Company other than for cause, or if the CEO resigns for a good reason (a) within 12 months following a change of control, or (b) within 3 months preceding a change in control but as to only if the separation occurs after a potential change in control. In the event the CEO’s employment is terminated, the unvested portion of the Tax Payment will accelerate and will not be subject to the claw back provision. The clawback provision will be accounted for if and when the CEO leaves under the relevant circumstances and the payment amount will be capitalized and recognized over the related service period as G&A employee salary expense. A summary of the activity of the restricted common stock since December 31, 2022: Number of Shares Weighted-Average Unvested at December 31, 2022 964,992 $ 1.34 Granted — — Vested ( 107,181 ) 1.35 Cancelled or forfeited — — Unvested at March 31, 2023 857,811 $ 1.35 The weighted-average grant-date fair value per share of restricted common stock awards granted during the three months ended March 31, 2023 was zero as no shares were granted in the period. The aggregate fair value of restricted stock awards that vested during the three months ended March 31, 2023 was $ 0.1 million. Stock-based compensation expense recognized for the restricted stock granted was $ 0.1 million for the three months ended March 31, 2023. As of March 31, 2023, there was unrecognized expense of $ 1.0 million related to the restricted stock, which is expected to be recognized over a weighted-average period of 2.22 years. Stock-Based Compensation Expense Stock-based compensation expense included in the Company’s condensed consolidated statements of operations was as follows (in thousands): Three Months Ended March 31, 2022 2023 Research and development $ 147 $ 1,018 General and administrative 303 1,664 Total stock-based compensation expense $ 450 $ 2,682 |