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Stock Incentive Plans | 3 Months Ended
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Mar. 31, 2021
Share-based Payment Arrangement [Abstract] |
Stock Incentive Plans | Stock Incentive Plans The Company maintains the 2008 Stock Incentive Plan, or the 2008 Plan, for employees, consultants, advisors, and directors. The 2008 Plan provided for the granting of incentive and non-qualified stock option and restricted stock awards as determined by the Board. In June 2016, the Company’s stockholders approved the 2016 Incentive Award Plan, or the 2016 Plan, which authorized 1,210,256 shares of common stock for future issuance under the 2016 Plan and ceased granting awards under the 2008 Plan. Upon the effective date of the 2016 Plan, awards issued under the 2008 Plan remain subject to the terms of the 2008 Plan. Awards granted under the 2008 Plan that expire, lapse or terminate become available under the 2016 Plan as shares available for future grants. Additionally, pursuant to the terms of the 2016 Plan, the Board is authorized to grant awards with respect to common stock, and may delegate to a committee of one or more members of the Board or executive officers of the Company the authority to grant options and restricted stock units. On December 9, 2020, the Board established a Stock Option Committee authorized to grant awards to certain employees and consultants subject to conditions and limitations within the 2016 Plan. In January 2021 and 2020, the number of shares of common stock that may be issued under the 2016 Plan was increased by 4,322,850 and 3,453,022 shares, respectively. As of March 31, 2021, 3,248,520 shares remain available for future issuance under the 2016 Plan. In September 2018, the Company’s 2018 Employment Inducement Incentive Award Plan, or the 2018 Inducement Incentive Award Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules, which authorized 1,175,000 shares of its common stock for issuance. In March 2019, the Board approved the amendment and restatement of the 2018 Inducement Incentive Award Plan to reserve an additional 2,000,000 shares of the Company’s common stock for issuance thereunder. As of March 31, 2021, there are 1,358,333 shares available for future grant under the 2018 Inducement Incentive Award Plan. Stock-based Compensation Expense Stock-based compensation expense by classification included within the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):
| Three Months Ended March 31, |  |  |
| 2021 |  | 2020 |  |  |  |  |  |  |  |  |
Research and development | $ | 754 |  |  | $ | 623 |  |  |  |  |  |  |  |  |  |
General and administrative | 1,026 |  |  | 786 |  |  |  |  |  |  |  |  |  |
Total stock-based compensation expense | $ | 1,780 |  |  | $ | 1,409 |  |  |  |  |  |  |  |  |  |
Stock Options Employees The estimated grant date fair values of employee stock option awards granted under the 2016 Plan and the 2018 Inducement Incentive Award Plan were calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions:
| Three Months Ended March 31, |  |  |  |
| 2021 |  | 2020 |  |  |  |  |  |  |  |  |  |
Risk-free interest rate | 0.44 | % |  | 1.73 | % |  |  |  |  |  |  |  |  |  |
Dividend yield | — |  |  | — |  |  |  |  |  |  |  |  |  |  |
Expected term | 5.28 |  | 6.08 |  |  |  |  |  |  |  |  |  |
Expected volatility | 83.26 | % |  | 87.96 | % |  |  |  |  |  |  |  |  |  |
Weighted-average fair value of common stock | $ | 3.13 |  |  | $ | 2.30 |  |  |  |  |  |  |  |  |  |  |
The weighted average grant date fair value of stock options granted to employees during the three months ended March 31, 2021 and 2020 was $1.99 and $1.69, respectively. As of March 31, 2021 total unrecognized compensation expense related to unvested employee stock options was $11.8 million, which is expected to be recognized over a weighted average period of 2.7 years. Non-employee consultants As of March 31, 2021, there was no unrecognized compensation expense related to non-employee consultants stock options. The following table summarizes the stock option activity under the 2008 Plan, 2016 Plan, and 2018 Inducement Incentive Award Plan:
|  |  |  |  | Weighted-average |  |
|  |  |  |  | remaining |  | Aggregate
| Number of |  | Weighted-average |  | contractual term |  | intrinsic value
| options |  | exercise price ($) |  | (in years) |  | (in thousands)
Employees |  |  |  |  |  |  |
Outstanding at December 31, 2020 | 7,302,176 |  |  | $ | 3.98 |  |  | 8.43 |  | $ | 4,456 |
Granted | 2,628,000 |  |  | $ | 3.13 |  |  |  |  |
Exercised | (153,278) |  |  | $ | 1.47 |  |  |  |  |
Forfeited | (62,577) |  |  | $ | 5.19 |  |  |  |  |
Outstanding at March 31, 2021 | 9,714,321 |  |  | $ | 3.78 |  |  | 8.65 |  | $ | 15,665 |
Vested at March 31, 2021 | 3,064,130 |  |  | $ | 5.46 |  |  | 7.63 |  | $ | 4,313 |
Vested and expected to vest at March 31, 2021 | 8,920,548 |  |  | $ | 3.88 |  |  | 8.59 |  | $ | 14,231 |
Non-employee consultants |  |  |  |  |  |  |
Outstanding at December 31, 2020 | 473,073 |  |  | $ | 5.89 |  |  | 5.23 |  | $ | 86 |
Granted | — |  |  | $ | — |  |  |  |  |
Exercised | — |  |  | $ | — |  |  |  |  |
Forfeited | — |  |  | $ | — |  |  |  |  |
Outstanding at March 31, 2021 | 473,073 |  |  | $ | 5.89 |  |  | 4.98 |  | $ | 366 |
Vested at March 31, 2021 | 462,186 |  |  | $ | 5.82 |  |  | 4.92 |  | $ | 366 |
Vested and expected to vest at March 31, 2021 | 473,073 |  |  | $ | 5.89 |  |  | 4.98 |  | $ | 366 |
Restricted Stock Units In January 2021, the Company granted 369,800 restricted stock awards to employees under the 2016 Plan which will vest over a four year term. In addition, during the first quarter of 2021, the Company awarded 197,500 restricted stock units to executives under the 2016 Plan, of which 98,750 were determined to be granted as of the award date consistent with ASC 718. The remaining 98,750 restricted stock units do not have a defined performance metric as of the award date, resulting in the restricted stock units being reserved for future issuance as of March 31, 2021. These restricted stock units will vest in two equal installments on the dates an applicable performance condition is achieved, on or prior to December 31, 2021. If the performance conditions are not satisfied on or prior to December 31, 2021, the restricted stock units will be forfeited for no consideration. The restricted stock units granted had a weighted average fair value of $2.99 per share based on the closing price of the Company’s common stock on the date of grant. The restricted stock units were valued at approximately $1.4 million on their grant date. Forfeitures are estimated at the time of grant and are adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated a forfeiture rate of 10% for restricted stock awards to employees based on historical attrition trends. Unrecognized compensation expense for all restricted stock units was $1.5 million as of March 31, 2021, which is expected to be recognized over a weighted average period of 3.1 years. The following table summarizes the Company’s restricted stock units under the 2016 Plan and 2018 Inducement Incentive Award Plan:
| Number of shares |  | Weighted average grant date fair value ($)
Unvested at December 31, 2020 | 87,500 |  |  | $ | 6.03 |
Granted | 468,550 |  |  | 2.99 |
Vested | (10,937) |  |  | 6.03 |
Reserved for issuance | 98,750 |  |  | 2.99 |
Forfeited | (800) |  |  | 2.99 |
Unvested at March 31, 2021 | 643,063 |  |  | $ | 3.35 |
Employee Stock Purchase Plan In June 2016, the Company approved the 2016 Employee Stock Purchase Plan, or the ESPP, which authorized 173,076 shares of common stock for future issuance under the ESPP to participating employees. In January 2021 and 2020, the number of shares of common stock authorized for issuance under the ESPP was increased by 1,080,711 shares and 863,254 shares, respectively. During the three months ended March 31, 2021, the Company issued 34,696 shares of common stock under the ESPP. As of March 31, 2021, 2,546,464 shares remain available for future issuance under the ESPP. For each of the three months ended March 31, 2021 and 2020, the Company recognized less than $0.1 million of stock-based compensation expense under the ESPP.

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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