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Common Stock and Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Common Stock and Stock-Based Compensation | 6. Common Stock and Stock-Based Compensation As of each balance sheet date, the Company had reserved shares of common stock for issuance in connection with the following:
|  | September 30, 2022 |  |  | December 31, 2021 |
Options outstanding under incentive award plans |  |  | 4,760,085 |  |  |  | 3,577,485 |
Unvested restricted stock units |  |  | 100,880 |  |  |  | — |
Shares available for future grant under incentive award plans |  |  | 1,108,605 |  |  |  | 1,138,622 |
Shares available for future grant under employee stock purchase plans |  |  | 408,134 |  |  |  | 240,000 |
Shares available for future grant under employment inducement award plans |  |  | 1,400,000 |  |  |  | — |
Pre-funded warrants |  |  | 14,630,000 |  |  |  | — |
Total shares reserved |  |  | 22,407,704 |  |  |  | 4,956,107 |
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, if any, as may be declared by the Company’s board of directors, subject to the preferential dividend rights of the convertible preferred stock. Through September 30, 2022, no cash dividends have been declared or paid by the Company. Stock-Based Compensation Plans The Company has three stock-based compensation plans, the 2017 Incentive Award Plan (the “2017 Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and the 2022 Employment Inducement Award Plan (the “2022 Inducement Plan”). Although awards made under the 2017 Plan continue to be governed by its terms, the 2017 Plan was terminated at the time of our IPO and no further awards are made under this plan. The 2021 Plan, while effective, authorizes the granting of equity awards to employees and directors of the Company, as well as non-employee consultants. The 2022 Inducement Plan authorizes the granting of equity awards to newly hired employees of the Company. 2021 Incentive Award Plan In January 2021, the Company's board of directors approved the 2021 Plan which permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards and other stock awards to employees, directors, officers and consultants. In February 2021, 2,400,007 shares were authorized for issuance under the 2021 Plan, which shall be cumulatively increased on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (i) the amount equal to 5% of the number of shares issued and outstanding on the last day of the immediately preceding fiscal year or (ii) such lower number of shares as may be determined by the Company’s board of directors. The 2021 Plan is the successor to the 2017 Incentive Award Plan and no additional awards may be issued from the 2017 Plan. However, the 2017 Plan will continue to govern the terms and conditions of the outstanding awards granted under this plan. Shares of common stock subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and which following the effective date of the 2021 Plan are not issued under the 2017 Plan will be available for issuance under the 2021 Plan. The number of authorized shares reserved for issuance under the 2021 Plan was increased by 1,263,463 shares effective as of January 1, 2022. As of September 30, 2022, 1,108,605 shares of the Company’s common stock were available for future grants under the 2021 Plan. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the Company’s board of directors in January 2021. In February 2021, a total of 240,000 shares were initially reserved for issuance under this plan, which shall be cumulatively increased on the first day of each year beginning in 2022 and ending in 2031 equal to the lesser of (i) 1% of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares as may be determined by the Company’s board of directors. The number of authorized shares reserved for issuance under the 2021 ESPP was increased by 252,692 shares effective as of January 1, 2022. As of September 30, 2022, 408,134 shares of the Company’s common stock were available for future grants under the 2021 ESPP. Under the ESPP, eligible employees may select a rate of payroll deduction up to 15% of their eligible compensation subject to certain maximum purchase limitations. The duration for each offering period is 12 months and is divided into two purchase periods of approximately six months in length. Offerings are concurrent. The purchase price of the shares under the offering is the lesser of 85% of the fair market value of the shares on the offering date or 85% of the fair market value of the shares on the purchase date. A one-year look-back feature in the ESPP causes the offering period to automatically reset if the fair value of the Company’s common stock on the last day of the purchase period is less than that on the original offering date. ESPP purchases by employees are settled with newly-issued common stock from the ESPP’s previously authorized and available pool of shares. As of September 30, 2022, there was $0.1 million of unrecognized stock-based compensation expense related to unvested employee stock purchases. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 0.67 years as of September 30, 2022. There were 84,558 shares purchased by employees under the ESPP during the nine months ended September 30, 2022. 2022 Employment Inducement Award Plan In September 2022, the Company's compensation committee approved the 2022 Employment Inducement Award Plan (the "2022 Inducement Plan"), which authorized 1,400,000 shares of common stock to be issued and permits the granting of nonqualified stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards to newly hired employees and officers. As of September 30, 2022, 1,400,000 shares of the Company's common stock were available for future grants under the 2022 Inducement Plan. Pre-Funded Warrants In connection with the August 2022 Financing, the Company sold pre-funded warrants to purchase 14,630,000 shares of common stock at a price of $2.4199 per pre-funded warrant. The purchase price per share of each pre-funded warrant represents the per share offering price for the common stock, minus the $0.0001 per share exercise price of such pre-funded warrant. No pre-funded warrants have been exercised as of September 30, 2022. Stock Options Stock options granted to employees and nonemployees under the plans generally vest over four years and allow the holder of the option to purchase common stock at a stated exercise price. Options granted under the plans generally expire ten years after the date of grant. The Company recognizes the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The following table summarizes the stock option activity for all stock plans during the nine months ended September 30, 2022:
|  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Term |  |  | Aggregate Intrinsic Value |
|  |  |  |  |  |  |  | (in years) |  |  | (in thousands) |
Outstanding as of December 31, 2021 |  |  | 3,577,485 |  |  | $ | 9.72 |  |  |  | 9.09 |  |  | $ | 491 |
Granted |  |  | 1,330,020 |  |  |  | 4.32 |  |  |  |  |  |  |
Exercised |  |  | (10,000 | ) |  |  | 0.00 |  |  |  |  |  |  | 21 |
Forfeited |  |  | (137,420 | ) |  |  | 9.23 |  |  |  |  |  |  |
Outstanding as of September 30, 2022 |  |  | 4,760,085 |  |  | $ | 8.24 |  |  |  | 8.69 |  |  | $ | 2,435 |
Exercisable, September 30, 2022 |  |  | 2,380,117 |  |  | $ | 9.10 |  |  |  | 8.18 |  |  | $ | 131 |
Vested and expected to vest, September 30, 2022 |  |  | 4,760,085 |  |  | $ | 8.24 |  |  |  | 8.69 |  |  | $ | 2,435 |
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 September 30, 2022, there was $23.6 million of unrecognized stock-based compensation expense related to unvested stock options which is estimated to be recognized over a period of 2.40 years. Restricted Stock Restricted stock units ("RSUs") granted to employees under the plans generally vest over four years. The number of shares issued on the date the RSUs vest is net of the minimum statutory tax withholdings, which are paid in cash to the appropriate taxing authorities on behalf of the Company’s employees. The Company recognizes the stock-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. The following table summarizes the RSU activity for all stock plans during the nine months ended September 30, 2022:
|  | Number of Shares |  |  | Weighted Average Grant-Date Fair Value |
Unvested restricted stock units as of December 31, 2021 |  |  | — |  |  | $ | — |
Granted |  |  | 117,750 |  |  |  | 3.27 |
Forfeited |  |  | (16,870 | ) |  |  | 3.36 |
Unvested restricted stock units as of September 30, 2022 |  |  | 100,880 |  |  | $ | 3.26 |
As of September 30, 2022, there was $0.3 million of unrecognized stock-based compensation expense related to restricted stock which is estimated to be recognized over a period of 3.35 years. Stock-Based Compensation Expense The Company estimated the fair value of options granted and rights to acquire stock granted under the Company’s employee stock purchase plan using a Black-Scholes option pricing model with the following assumptions presented on a weighted average basis:
|  | Nine Months Ended September 30, |
|  | 2022 |  |  | 2021 |
Stock Option Plans |  |  |  |  |  |
Expected term (years) |  |  | 5.99 |  |  |  | 6.03 |
Expected volatility |  |  | 72.69 | % |  |  | 76.59 | %
Risk-free interest rate |  |  | 2.21 | % |  |  | 1.12 | %
Fair value of underlying common stock |  | $ | 4.32 |  |  | $ | 11.92 |
Weighted average grant-date fair value per share |  | $ | 2.82 |  |  | $ | 7.87 |
Employee Stock Purchase Plans |  |  |  |  |  |
Expected term (years) |  |  | 0.75 |  |  |  | — |
Expected volatility |  |  | 70.86 | % |  |  | — | %
Risk-free interest rate |  |  | 1.89 | % |  |  | — | %
Fair value of underlying common stock |  | $ | 1.66 |  |  | $ | — |
Weighted average grant-date fair value per share |  | $ | 0.65 |  |  | $ | — |
Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
(in thousands) |  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Research and development expense |  | $ | 795 |  |  | $ | 401 |  |  | $ | 2,252 |  |  | $ | 1,374 |
General and administrative expense |  |  | 1,891 |  |  |  | 1,454 |  |  |  | 5,829 |  |  |  | 4,222 |
Total stock-based compensation expense |  | $ | 2,686 |  |  | $ | 1,855 |  |  | $ | 8,081 |  |  | $ | 5,596 |

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