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Equity Incentive Plans | 9 Months Ended
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Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Equity Incentive Plans | 7. Equity Incentive Plans In July 2020, the Company’s board of directors and stockholders adopted and approved the 2020 Incentive Award Plan, or the 2020 Plan, and the Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the Company’s initial public offering, or the IPO. The Company may not grant any additional awards under the 2011 Equity Incentive Plan, or the 2011 Plan. The 2011 Plan will continue to govern outstanding equity awards granted thereunder. 2020 Equity Incentive Plan The number of shares of common stock reserved for issuance under the 2020 Plan automatically increases on the first day of January, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. Awards granted under the 2020 Plan expire no later than ten years from the date of grant. For Incentive Stock Options, or ISOs, and Nonstatutory Stock Options, or NSOs, the option price shall not be less than 100% of the estimated fair value on the date of grant. Options granted typically vest over a four-year period but may be granted with different vesting terms. As of September 30, 2023, there were 1,743,618 shares available for issuance under the 2020 Plan. 2022 Employment Inducement Award Plan In July 2022, the Company’s board of directors adopted the Annexon, Inc. 2022 Employment Inducement Award Plan, or the Inducement Plan, and together with the 2011 Plan and the 2020 Plan, the Plans. The Inducement Plan was adopted by the Company’s board of directors without stockholder approval pursuant to Nasdaq Marketplace Rule 5635(c)(4), or Rule 5635(c)(4). In accordance with Rule 5635(c)(4), awards made under the Inducement Plan may only be granted to newly hired employees as an inducement material to the employees entering into employment with the Company. Awards granted under the Inducement Plan expire no later than ten years from the date of grant. An aggregate of 2,000,000 shares of common stock were reserved for issuance under the Inducement Plan. As of September 30, 2023, there were 870,400 shares available for issuance under the Inducement Plan. Stock Options The following table presents stock option activity under the Plans for the period:
|  | Number of Shares |  |  | Weighted- Average Exercise Price Per Share |  |  | Weighted- Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value (in thousands) |
Balances as of December 31, 2022 |  |  | 8,152,093 |  |  | $ | 11.92 |  |  |  | 8.09 |  |  | $ | 3,329 |
Stock options granted |  |  | 2,418,450 |  |  | $ | 5.39 |  |  |  |  |  |  |
Stock options exercised |  |  | (55,888 | ) |  | $ | 1.99 |  |  |  |  |  |  |
Stock options forfeited |  |  | (1,179,453 | ) |  | $ | 10.61 |  |  |  |  |  |  |
Balances as of September 30, 2023 |  |  | 9,335,202 |  |  | $ | 10.45 |  |  |  | 7.73 |  |  | $ | 188 |
Exercisable as of September 30, 2023 |  |  | 4,784,184 |  |  | $ | 12.14 |  |  |  | 6.74 |  |  | $ | 183 |
The total intrinsic value of options exercised was insignificant during the three months ended September 30, 2023 and 2022, and $0.3 million and $5,000 for the nine months ended September 30, 2023 and 2022, respectively. The intrinsic value is the difference between the fair value of the Company’s common stock at the time of exercise and the exercise price of the stock option. The weighted-average grant date fair value of options granted to employees during the nine months ended September 30, 2023 and 2022 was $3.87 and $3.93 per share, respectively. As of September 30, 2023, the total unrecognized stock-based compensation cost related to outstanding unvested stock options was $27.7 million, which the Company expects to recognize over an estimated weighted-average period of 3.1 years. Restricted Stock Units RSUs are equity awards that entitle the holder to receive shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The RSUs generally vest over a three-year period in equal amounts on an annual basis, provided the employee remains continuously employed with the Company. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. A summary of RSU activity under the 2020 Plan and related information is as follows:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value Per Share |
Unvested as of December 31, 2022 |  |  | 550,236 |  |  | $ | 5.58 |
Granted |  |  | 249,615 |  |  |  | 5.95 |
Vested |  |  | (160,932 | ) |  |  | 5.29 |
Cancelled |  |  | (105,002 | ) |  |  | 5.58 |
Unvested as of September 30, 2023 |  |  | 533,917 |  |  | $ | 5.84 |
As of September 30, 2023, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $2.4 million, which is expected to be recognized over a weighted-average period of 2.9 years. Employee Stock Purchase Plan The ESPP enables eligible employees to purchase shares of the Company's common stock at the end of each offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Eligible employees generally include all employees. Share purchases are funded through payroll deductions of at least 1%, and up to 15% of an employee’s eligible compensation for each payroll period. The number of shares reserved for issuance under the ESPP increase automatically on the first day of each fiscal year, by a number equal to the least of 360,086 shares, 1% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, or such number of shares determined by the Company’s board of directors. As of September 30, 2023, 1,401,331 shares were available for future purchase. The ESPP generally provides for six-month consecutive offering periods beginning on May 15th and November 15th of each year. The ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation. As such, stock-based compensation expense has been recorded for the three and nine months ended September 30, 2023. The stock-based compensation expense related to the ESPP was $0.1 million and $29,000 for the three months ended September 30, 2023 and 2022, respectively, and $0.2 million and $0.1 million for the nine months ended September 30, 2023 and 2022, respectively. Stock-Based Compensation Expense The total stock-based compensation expense related to all equity-based awards recognized in the period was as follows (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Research and development |  | $ | 2,243 |  |  | $ | 2,433 |  |  | $ | 6,801 |  |  | $ | 6,509 |
General and administrative |  |  | 2,306 |  |  |  | 2,478 |  |  |  | 7,015 |  |  |  | 7,174 |
Total stock-based compensation expense |  | $ | 4,549 |  |  | $ | 4,911 |  |  | $ | 13,816 |  |  | $ | 13,683 |
To determine the value of stock option awards for stock-based compensation purposes, the Company uses the Black-Scholes option pricing model and the assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. The fair value of each award issued was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  | 2023 |  | 2022 |  | 2023 |  | 2022
Expected term (in years) |  | 6.08 |  | 5.77 - 6.08 |  | 5.50 - 6.08 |  | 5.50 - 6.08
Expected volatility |  | 81.80% - 81.90% |  | 81.70% - 82.70% |  | 81.20% - 82.40% |  | 78.80% - 82.80%
Risk-free interest rate |  | 4.20% - 4.42% |  | 2.92% - 3.61% |  | 3.47% - 4.42% |  | 1.49% - 3.61%
Dividend yield |  | — |  | — |  | — |  | —

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