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Stock Plans | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock Plans | Stock Plans 2020 Stock Plan In August 2020, the Company adopted the 2020 Stock Plan, or the 2020 Plan, which provides for the granting of stock options to employees, directors and consultants of the Company. Stock options granted under the 2020 Plan may be either incentive stock options, or ISOs, nonqualified stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards or other stock awards. ISOs may only be granted to Company employees (including officers and directors who are also employees). Stock awards other than ISOs may be granted to company employees, directors and consultants. The maximum term of each stock option grant is ten years. The exercise price of ISOs and NSOs granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors. 2021 Equity Incentive Plan In April 2021, prior to the IPO closing, the Company’s board of directors and stockholders approved the 2021 Equity Incentive Plan, or the 2021 Plan, which became effective upon the IPO closing. The Company initially reserved 2,900,000 shares of common stock for issuance of share-based compensation awards, including ISOs, NSOs, stock appreciation rights, restricted stock units and other stock-based awards. ISOs may be granted only to Company employees (including officers and directors who are also employees). Shares of common stock subject to awards granted under the 2020 Plan that are forfeited or lapse unexercised will be available for issuance under the 2021 Plan. Once the 2021 Plan became effective, no further grants were made under the 2020 Plan. Options under the 2021 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of the Company’s common stock on the date of grant; provided, however, that the exercise price of an ISO granted to a 10% stockholder may not be less than 110% of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions. Generally, options and restricted stock units vest over a three or four-year period. In January 2024, the number of shares of common stock available for issuance under the 2021 Plan was increased by 1,391,173 shares as a result of the automatic increase provision in the 2021 Plan. A summary of shares available for grant under the 2021 Plan is as follows:
| Shares Available for Grant
Shares available for grant as of January 1, 2022 | 2,132,750 |
Authorized | 1,222,649 |
Granted/Awarded | (2,260,197) |
Canceled | 340,308 |
Withheld for taxes | 8,436 |
Shares available for grant as of December 31, 2022 | 1,443,946 |
Authorized | 1,252,287 |
Granted/Awarded | (2,758,399) |
Canceled | 1,322,669 |
Withheld for taxes | 53,999 |
Shares available for grant as of December 31, 2023 | 1,314,502 |
2023 Inducement Plan In July 2023, the Company’s Compensation Committee of the Board of Directors approved the NeuroPace, Inc. 2023 Inducement Plan, or the Inducement Plan. The terms of the Inducement Plan are similar to the terms of the 2021 Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The Inducement Plan was adopted by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Company has initially reserved 380,424 shares of its common stock for issuance pursuant to awards granted under the Inducement Plan, and granted an option to purchase 380,424 shares of its common stock to its Chief Executive Officer, or CEO, as a material inducement for the CEO to join the Company. A summary of stock option activity for the years ended December 31, 2023 and 2022 is set forth below:
| Options Outstanding
| Number of Shares |  | Weighted-Average Exercise Price |  | Weighted Average Remaining Contractual Term (in Years)
Balances as of January 1, 2022 | 3,038,970 |  |  | $ | 2.61 |  |  | 8.83
Granted | 690,218 |  |  | $ | 7.83 |  |  |
Exercised | (157,447) |  |  | $ | 0.03 |  |  |
Canceled | (125,158) |  |  | $ | 6.99 |  |  |
Balances as of December 31, 2022 | 3,446,583 |  |  | $ | 3.61 |  |  | 8.06
Granted | 695,225 |  |  | $ | 3.85 |  |  |
Exercised | (889,968) |  |  | $ | 0.17 |  |  |
Canceled | (663,075) |  |  | $ | 5.00 |  |  |
Balances as of December 31, 2023 | 2,588,765 |  |  | $ | 4.51 |  |  | 7.17
Vested and exercisable at December 31, 2023 | 1,623,869 |  |  | $ | 4.22 |  |  | 6.28
Vested and expected to vest at December 31, 2023 | 2,588,765 |  |  | $ | 4.51 |  |  | 7.17
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money at period end. The total intrinsic value of stock options exercised was $5.3 million and $0.9 million during the years ended December 31, 2023 and December 31, 2022, respectively, determined at the date of each stock option exercise. Early Exercise of Stock Options The terms of the Company’s 2020 Plan and the 2021 Plan permit the exercise of options granted under the plans prior to vesting, subject to required approvals. The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest over the original implied service period. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options in accrued liabilities on the accompanying balance sheet and will be transferred into common stock and additional paid-in capital as the shares vest. As of December 31, 2023 and December 31, 2022 there were 30,211 and 78,389 shares of common stock, respectively, issued pursuant to early exercised options and subject to repurchase. Employee Stock Purchase Plan In April 2021, the Company adopted the 2021 Employee Stock Purchase Plan, or ESPP. The Company allows eligible employees to purchase shares of the Company's common stock through payroll deductions at a price equal to 85% of the lesser of the fair market value of the stock as of the first date or the ending date of each offering period, which is typically six months. There were 580,000 shares of common stock initially reserved for issuance under the ESPP. In January 2024, the number of shares of common stock available for issuance under the ESPP was increased by 278,234 shares as a result of the automatic increase provision in the ESPP. The Company issued 280,599 and 284,758 shares under the ESPP for the years ended December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, 399,798 shares under the ESPP remain available for purchase. The offering period and purchase period is determined by the board of directors. A new offering period of six months has been authorized beginning December 7, 2023 through June 6, 2024. Compensation expense is calculated using the fair value of the employees' purchase rights under the Black-Scholes model, which was estimated using the following assumptions:
| Year Ended December 31,
| 2023 |  | 2022
Expected term (in years) | 0.5 |  | 0.5
Expected volatility | 63% - 90% |  | 65% - 67%
Weighted average risk-free interest rate | 5.36% - 5.43% |  | 1.75% - 4.72%
Fair value of common stock | $4.20 - $8.49 |  | $1.72 - $6.14
Dividend yield | —% |  | —%
Restricted Stock Units Activity with respect to restricted stock units, or RSUs, was as follows:
| Number of Shares Underlying Outstanding Restricted Stock Units |  | Weighted Average Grant Date Fair Value
Unvested, January 1, 2022 | 596,085 |  |  | $ | 22.06 |
Granted | 1,569,979 |  |  | $ | 7.72 |
Vested | (194,705) |  |  | $ | 22.78 |
Canceled | (215,150) |  |  | $ | 13.95 |
Unvested, December 31, 2022 | 1,756,209 |  |  | $ | 10.15 |
Granted | 2,063,174 |  |  | $ | 4.77 |
Vested | (728,986) |  |  | $ | 9.76 |
Canceled | (659,594) |  |  | $ | 7.14 |
Unvested, December 31, 2023 | 2,430,803 |  |  | $ | 6.52 |
The fair value of RSUs is based on the Company’s closing stock price on the date of grant. Stock-Based Compensation The Company recognized stock-based compensation as follows (in thousands):
| Year Ended December 31,
| 2023 |  | 2022
Cost of goods sold | $ | 606 |  |  | $ | 518 |
Research and development | 2,749 |  |  | 2,304 |
Selling, general and administrative | 6,203 |  |  | 5,527 |
Total stock-based compensation | $ | 9,558 |  |  | $ | 8,349 |
The above stock-based compensation expense related to the following equity-based awards (in thousands):
| Year Ended December 31,
| 2023 |  | 2022
Stock options and restricted stock units | $ | 9,271 |  |  | $ | 7,949 |
ESPP | 287 |  |  | 400 |
Total stock-based compensation | $ | 9,558 |  |  | $ | 8,349 |
As of December 31, 2023, the total unrecognized stock-based compensation expense related to unvested stock options and restricted stock units was $16.0 million, which will be amortized on a straight-line basis over a weighted average remaining period of 2.2 years. As of December 31, 2023, the Company had unrecognized stock-based compensation expense relating to the ESPP awards of approximately $0.2 million, which is expected to be recognized over a weighted-average period of 0.4 years. The total fair value of options that vested during the years ended December 31, 2023 and December 31, 2022 was $7.8 million and $1.8 million, respectively. The options granted during the years ended December 31, 2023 and December 31, 2022 had a weighted average grant date fair value of $3.85 per share and $7.83 per share, respectively. The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions for the years ended December 31, 2023 and December 31, 2022:
| Year Ended December 31,
| 2023 |  | 2022
Expected term (in years) | 5.27 - 6.25 |  | 5.27 - 6.25
Expected volatility | 60% - 63% |  | 50% - 52%
Weighted average risk-free interest rate | 3.74% - 3.94% |  | 1.79% - 3.56%
Fair value of common stock | $1.54 - $4.50 |  | $6.30 - $8.15
Dividend yield | —% |  | —%
The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company does not have sufficient historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term of options and has opted to use the “simplified method,” whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected stock price volatility assumption was determined by a combination of the Company’s historical stock trading volatility and the historical volatilities of industry peers, as the Company does not have sufficient trading history to solely rely on the volatility of its common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of not to declare and pay dividends. The fair value of the Company’s common stock is determined based on its closing market price on the date of grant. The Company accounts for forfeitures as they occur.

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