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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | 5. Stock-Based Compensation 2019 Plan In 2019, the Company adopted the 2019 Equity Incentive Plan (the 2019 Plan). The 2019 Plan provides for the Company to grant qualified stock options, non-qualified stock options, and restricted stock awards to employees, non-employee directors and consultants of the Company under terms and provisions established by the Company's board of directors. Under the terms of the 2019 Plan, options are granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to employees outside of the U.S. Option awards granted typically have 10-year terms measured from the option grant date. While no s hares are available for future issuance under the 2019 Plan, it continues to govern outstanding equity awards granted thereunder. 2021 Plan and ESPP The compensation committee of the Company's board of directors adopted and the Company's stockholders approved the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (the ESPP), which became effective immediately prior to the effectiveness of the Company's initial public offering (IPO). The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company's employees, officers, directors and consultants are eligible to receive awards under the 2021 Plan. Under the terms of the 2021 Plan, options are granted at an exercise price no less than fair value of the Company’s common stock on the grant date, except in certain cases related to significant corporate transactions. Option awards granted typically have 10-year terms measured from the option grant date. In addition, the number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by 5% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares determined by the Company's board of directors prior to the applicable January 1st. As of September 30, 2023, the total number of shares authorized for issuance under the 2021 Plan was 5,215,558. The ESPP allows employees, including executive officers, to contribute up to 15% of their earnings, subject to certain limitations, for the purchase of the Company's common stock at a price per share equal to the lower of (a) 85% of the fair market value of a share of common stock on the first day of the offering period, or (b) 85% of the fair market value of a share of common stock on the last day of the offering period. As of September 30, 2023, there were 787,231 shares of common stock reserved for future issuance under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (1) 1% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year or (2) a number of shares determined by the Company's board of directors. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP. As of September 30, 2023, no shares have been granted or purchased under the ESPP. Stock Options Awards with vesting conditions under both plans typically include either: (i) vesting 25% on the first anniversary of the grant date with the remainder vesting monthly over the following three years or (ii) monthly vesting over four years. The activity for stock options is as follows:
|  | Options Outstanding |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Terms (in years) |  |  | Aggregate Intrinsic Values (in thousands) |
Balance as of December 31, 2022 |  |  | 5,988,271 |  |  | $ | 4.70 |  |  |  | 8.83 |  |  | $ | 5,699 |
Options granted |  |  | 50,000 |  |  |  | 3.00 |  |  |  |  |  |  |
Options cancelled and forfeited |  |  | (258,415 | ) |  |  | 8.12 |  |  |  |  |  |  |
Options exercised |  |  | (889,404 | ) |  |  | 0.62 |  |  |  |  |  |  | 1,987 |
Balance as of September 30, 2023 |  |  | 4,890,452 |  |  | $ | 5.25 |  |  |  | 3.06 |  |  | $ | 1,316 |
Vested and expected to vest, September 30, 2023 |  |  | 4,890,452 |  |  | $ | 5.25 |  |  |  | 3.06 |  |  | $ | 1,316 |
Options exercisable as of September 30, 2023 |  |  | 4,013,104 |  |  | $ | 5.25 |  |  |  | 1.85 |  |  | $ | 1,078 |
The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the fair value of the Company’s common stock as of the respective period-end dates. The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was $2.25 per share and $5.31 per share, respectively. The Black-Scholes option pricing model for employee and nonemployee stock options incorporates the following assumptions: • Fair Value of Common Stock — The fair value of each share of common stock is based on the closing price of the Company's common stock on the date of grant as reported on the Nasdaq Global Market. • Volatility — The expected stock price volatilities are estimated based on the historical and implied volatilities of comparable publicly traded companies as the Company does not have sufficient history of trading its common stock. • Risk-free Interest Rate — The risk-free interest rates are based on US Treasury yields in effect at the grant date for notes with comparable terms as the awards. • Expected Term — The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). • Dividend Yield — The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy. The fair value of the Company’s stock option awards was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions for the nine months ended September 30, 2023 and 2022:
|  | Nine Months Ended September 30,
|  | 2023 |  | 2022
Expected term (in years) |  | 5.50 |  | 5.50 - 6.50
Expected volatility |  | 92.90% |  | 77.33% - 80.54%
Risk-free interest rate |  | 3.69% |  | 1.69% - 3.03%
Expected dividend yield |  | 0.00% |  | 0.00%
Restricted Stock The Company has: (i) restricted stock awards with service conditions that vest 25% on the first anniversary of the grant date and the remainder vesting monthly over the following three years and (ii) restricted stock units that vest quarterly over a two and a half year period. The restricted stock awards are subject to repurchase by the Company at the original purchase price in the event that the award recipient’s employment or relationship is terminated prior to the shares vesting. The activity for restricted stock awards and units is as follows:
|  | Number of Shares |  |  | Weighted-Average Grant Date Fair Value |
Unvested at December 31, 2022 |  |  | 177,494 |  |  | $ | 8.32 |
Granted |  |  | 113,333 |  |  |  | 3.64 |
Vested |  |  | (90,918 | ) |  |  | 7.01 |
Forfeited |  |  | (13,746 | ) |  |  | 8.17 |
Unvested at September 30, 2023 |  |  | 186,163 |  |  | $ | 6.13 |
Modifications & Accelerations Certain equity awards are subject to provisions in which the vesting of these awards is automatically accelerated upon the occurrence of events such as an involuntary termination in connection with a reduction in force. Further, in connection with the Restructuring Plan, the Company modified the terms of certain equity awards for impacted employees including partial or full acceleration of vesting of stock options and restricted stock awards upon separation and extension of exercise periods for stock options post-separation. As a result of: (i) the contractual acceleration and (ii) the discretionary modification of equity awards in connection with the Restructuring Plan, the Company recorded incremental stock-based compensation expense of $9.2 million for nine months ended September 30, 2023, of which $0.5 million and $8.7 million is included in research and development expense and general and administrative expense, respectively. Stock-Based Compensation The following table sets forth stock-based compensation for stock options, restricted stock awards, and restricted stock units included in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Research and development expense |  | $ | 429 |  |  | $ | 657 |  |  | $ | 1,889 |  |  | $ | 1,872 |
General and administrative expense |  |  | 227 |  |  |  | 1,126 |  |  |  | 9,715 |  |  |  | 3,224 |
Total stock-based compensation expense |  | $ | 656 |  |  | $ | 1,783 |  |  | $ | 11,604 |  |  | $ | 5,096 |
As of September 30, 2023, there was $3.4 million of total unrecognized compensation cost related to unvested stock options and $1.1 million of unrecognized compensation cost related to unvested restricted stock awards and units, which is expected to be recognized over a weighted average period of 2.18 years and 1.67 years, respectively.

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