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Stock-Based Compensation | 6 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation 2019 Stock Option and Grant Plan The Company’s 2019 Stock Option and Grant Plan (the “2019 Plan”) provides for the Company to grant incentive stock options, non-qualified stock options, unrestricted stock awards, restricted stock awards and other stock-based 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 of the Board of Directors. On January 1, 2025, the annual increase resulted in an additional 6,558,042 shares authorized being added to the 2022 Plan. As of June 30, 2025, the Company had 28,080,152 shares reserved under the 2022 Plan and the 2019 Plan, and 9,478,749 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, 2025. As of June 30, 2025, the Company had 1,619,579 shares available for issuance under the 2022 ESPP. During the six months ended June 30, 2025, the Company issued 133,612 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, 2025:
| Number of Shares |  | Weighted-Average Exercise Price
Outstanding at December 31, 2024 | 11,410,691 |  |  | $ | 9.08 |
Granted | 7,531,444 |  |  | 1.94 |
Exercised | — |  |  | — |
Cancelled or forfeited | (2,102,462) |  |  | 7.04 |
Outstanding at June 30, 2025 | 16,839,673 |  |  | $ | 6.14 |
Options vested and exercisable at June 30, 2025 | 7,106,428 |  |  | $ | 8.45 |
Options vested and expected to vest at June 30, 2025 | 16,839,673 |  |  | $ | 6.14 |
As of June 30, 2025, there was $30.5 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 2.9 years. Performance-Based Stock Options The following table summarizes the Company’s performance-based stock option activity for the six months ended June 30, 2025:
|  | Number of Shares |  | Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2024 |  | 1,061,730 |  |  | $ | 7.31 |
Granted |  | 700,000 |  |  | 1.34 |
Exercised |  | — |  |  | — |
Cancelled or forfeited |  | — |  |  | — |
Outstanding at June 30, 2025 |  | 1,761,730 |  |  | $ | 4.94 |
Vested and exercisable at June 30, 2025 |  | 845,646 |  |  | $ | 6.87 |
As of June 30, 2025, there was $2.1 million of total unrecognized compensation cost related to performance-based stock options. Repricing of Certain Outstanding Stock Options On June 22, 2025, the Board of Directors approved, and on August 1, 2025 (the “Repricing Date”), the Company’s stockholders approved, a one-time repricing (the “Option Repricing”) of certain outstanding stock options granted to, and held by, certain of the Company’s current employees, including its executive officers, and members of the Board of Directors through the Repricing Date (collectively, the “Eligible Optionholders”), under the 2019 Plan and 2022 Plan (collectively, the “Plans”). The Option Repricing impacted up to an aggregate of 8,285,387 shares of common stock (such options, the “Eligible Options”) that have exercise prices in excess of $4.04 (the “Repriced Exercise Price”), which was the closing trading price per share of the Company’s common stock on The Nasdaq Global Market on the Repricing Date. Effective as of the Repricing Date, the per share exercise price of each Eligible Option held by an Eligible Optionholder on the Repricing Date was automatically reduced to the Repriced Exercise Price. Under the terms of the Option Repricing, a Repriced Option will revert to its original exercise price per share if: i.exercised prior to the 18-month anniversary of the Repricing Date for Repriced Options held by members of the Board of Directors or executive officers of the Company, as applicable, or the one-year anniversary of the Repricing Date for Repriced Options held by all other employees of the Company (each, a “Retention Date”); ii.an Eligible Optionholder’s Service Relationship (as defined in the Plans) is terminated by the Company for Cause (as defined in the applicable award agreement) prior to the applicable Retention Date; or iii.an Eligible Optionholder resigns from the Company (including as a member of the Board of Directors) for any reason prior to the applicable Retention Date, other than described below. Notwithstanding the foregoing, each Repriced Option shall retain the Repriced Exercise Price, to the extent it has not otherwise reverted to its original exercise price per share in accordance with the foregoing, and the ability to exercise such Repriced Option may be accelerated to earlier than the applicable Retention Date in the event of: i.a Sale Event (as defined in the Plans) prior to the applicable Retention Date; ii.the termination of the Eligible Optionholder’s Service Relationship by the Company without Cause or for “good reason,” or resignation by the Eligible Optionholder for “good reason,” to the extent provided for in the Eligible Optionholder’s employment agreement, offer letter or severance plan (as applicable); or iii.the Eligible Optionholder’s death or disability (as determined in accordance with the Plans, as applicable).. Except as modified by the Option Repricing, all other terms and conditions of the Repriced Options, including, without limitation, any provisions with respect to vesting and term of the Repriced Options, will remain in full force and effect. The Company is in the process of evaluating the accounting impact of the Option Repricing. Performance-Based Restricted Common Stock Awards The Company awarded restricted common stock to employees and non-employees under its 2019 Plan. The following table summarizes the Company’s performance-based restricted common stock activity for the six months ended June 30, 2025:
| Number of Shares |  | Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2024 | 3,472,546 |  |  | $ | 0.06 |
Issued | — |  |  | — |
Vested | — |  |  | — |
Repurchased | — |  |  | — |
Outstanding at June 30, 2025 | 3,472,546 |  |  | $ | 0.06 |
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 June 30, |  | Six Months Ended June 30,
(in thousands) |  | 2025 |  | 2024 |  | 2025 |  | 2024
Stock-based compensation expense: |  |  |  |  |  |  |  |
Research and development |  | $ | 3,218 |  |  | $ | 4,221 |  |  | $ | 6,074 |  |  | $ | 6,946 |
General and administrative |  | 3,107 |  |  | 3,870 |  |  | 5,932 |  |  | 6,354 |
Total stock-based compensation expense |  | $ | 6,325 |  |  | $ | 8,091 |  |  | $ | 12,006 |  |  | $ | 13,300 |

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