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Equity-based Compensation

9 Months Ended

Sep. 30, 2024

Equity-based Compensation

Equity-based Compensation

8. Equity-based Compensation

2021 Equity Incentive Plan

On October 7, 2021, the date upon which the Company’s Registration Statement on Form S-1 in connection with the IPO was declared effective, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) became effective. On the same date, the Company ceased granting awards under its 2017 Equity Incentive Plan (the “2017 Plan”). The 2021 Plan authorizes the award of both equity-based and cash-based incentive awards, including: (i) stock options (both incentive stock options and nonqualified stock options), (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units (“RSUs”), and (v) cash or other stock-based awards. Incentive stock options may be granted only to employees. All other types of awards may be issued to employees, directors, consultants, and other service providers.

As of September 30, 2024, the aggregate number of shares of common stock of the Company that may be issued under the 2021 Plan is 2,547,943. The number of shares reserved for issuance under the 2021 Plan increased automatically on January 1, 2024 pursuant to an evergreen provision therein by 643,309 shares, representing 2% of total common shares outstanding at December 31, 2023. The aggregate number of shares will increase each anniversary of such date prior to the termination of the 2021 Plan, equal to the lesser of (i) 5% of the Company’s shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s board of directors or the compensation committee. No more than 7,543,185 shares of common stock may be issued under the 2021 Plan through incentive stock options. Shares subject to the 2021 Plan, the 2017 Plan or the 2007 Equity Incentive Plan (the “2007 Plan” and collectively with the 2017 Plan, the “Prior Plans”) that expire, terminate

or are cancelled or forfeited for any reason after the effectiveness of the 2021 Plan will be added (or added back) to the shares available for issuance under the 2021 Plan. The total number of shares underlying the Prior Plan awards that may be recycled into the 2021 Plan will not exceed 4,334,131 shares.

2017 Equity Incentive Plan

On September 15, 2017, the Company’s board of directors approved the 2017 Plan, which provides for the granting of incentive stock options, non-qualified stock options and stock awards to employees, certain consultants and directors. The board of directors, or its designated committee, has the sole authority to select the individuals to whom awards are granted and determine the terms of each award, including the number of shares and the schedule upon which the award becomes exercisable. Upon the effectiveness of the 2021 Plan, no further awards will be granted under the 2017 Plan.

The aggregate number of shares of common stock of the Company that may be issued under the 2017 Plan is 4,334,131 (taking into account shares of common stock that may become issuable pursuant to Section 3(b) of the 2017 Plan in respect of shares of common stock reserved under the Company’s Amended and Restated 2007 Equity Incentive Plan). The 2021 Plan provides for shares granted under the Prior Plans which are cancelled, forfeited, exchanged or surrendered without having been exercised shall subsequently be available for reissuance under the 2021 Plan.

Employee Stock Purchase Plan

The Company’s board of directors approved the Employee Stock Purchase Plan (the “ESPP”) prior to the closing of the IPO. Under the ESPP, the Company may provide employees and employees of the Subsidiary with an opportunity to purchase shares of the Company’s common stock at a discounted purchase price. As of September 30, 2024, subject to adjustment as provided in the ESPP, a total of 209,532 shares of common stock are authorized and reserved for issuance under the ESPP.

Subject to prior approval by the board of directors in each instance, on or about January 1, 2022 and each anniversary of such date thereafter prior to the termination of the ESPP, the number of shares of common stock authorized and reserved for issuance under the ESPP will be increased by a number of shares of common stock equal to the least of (i) 1,000,000 shares of common stock, (ii) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (iii) such smaller number of shares of common stock as determined by the board of directors. Such shares of common stock may be newly issued shares, treasury shares or shares acquired on the open market. In the event that any dividend or other distribution (whether in the form of cash, our common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange of common stock or other securities, or other change in the structure affecting common stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the compensation committee will, in such manner as it deems equitable, adjust the number of shares and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP, and the numerical limits described above.

Stock Options

The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:


		Nine Months Ended September 30,
		2024		2023
Expected volatility		91.78% – 92.29%		91.53% – 92.68%
Risk-free interest rate		4.23% – 4.45%		3.46% – 4.26%
Dividend yield		0%		0%
Expected term (years)		6.10 – 6.20		6.18 – 6.36

Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, expected term has been calculated using the simplified method.

Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term.

Expected Volatility — Up until October 13, 2021, the Company was privately held and did not have a trading history of common stock. As such, the expected volatility was derived from the average historical stock volatilities of the common stock of several public companies within the industry that the Company considers to be comparable to our business over a period equivalent to the expected term of the stock-based awards. The Company will continue to derive expected volatility from average historical stock volatilities of industry peers until the Company has compiled a trading history of its own for a sufficient period of time.

Dividend Yield — The expected dividend yield is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future.

Fair Value of Common Stock — Prior to the IPO, the fair value of the shares of common stock underlying the stock-based awards had historically been determined by the board of directors with input from management. Because there was no public market for the common stock, the board of directors had determined the fair value of the common stock at the time of grant of the stock-based award by considering a number of objective and subjective factors, including having contemporaneous valuations of the common stock performed by a third-party valuation specialist. Subsequent to the IPO, the board of directors determined the fair value of the shares of common stock underlying the stock-based awards based off of the closing price as reported on the Nasdaq Stock Market LLC on the grant date.

Activity for options was as follows:


		Options Outstanding
										Weighted-Average
							Aggregate			Remaining
		Number of		Weighted-Average			Intrinsic Value			Contractual Life
		Options		Exercise Price			(in 000’s)			(In Years)
Balance, December 31, 2023		4,213,405		$	4.73		$	1,579		6.5
Options granted		247,500		$	1.97
Options exercised		(93,350)		$	0.88
Options forfeited		(4,225)		$	2.49
Options expired		(1,250)		$	2.66
Balance, September 30, 2024		4,362,080		$	4.66		$	—		6.1
Exercisable as of September 30, 2024		3,599,654		$	5.09		$	—		5.5

The weighted-average grant date fair value of stock options granted was $0 and $1.56 during the three and nine months ended September 30, 2024, respectively. The weighted-average grant date fair value of stock options granted was $1.25 and $1.59 during the three and nine months ended September 30, 2023, respectively. There were 0 and 247,500 stock options granted at an aggregate fair value of $0 and $385 for the three and nine months ended September 30, 2024, respectively. There were 19,500 and 595,769 stock options granted at an aggregate fair value of $24 and $950 for the three and nine months ended September 30, 2023, respectively. During the three and nine months ended September 30, 2024, there were 20,000 and 93,350 stock options exercised, with an aggregate grant date fair value of $12 and $58, respectively. During the three and nine months ended September 30, 2023, there were no stock options exercised. The intrinsic value of stock options exercised during the three and nine months ended September 30, 2024 was $29 and $121, respectively.

Restricted Stock Units

The fair values of RSUs are based on the fair market value of the Company’s common stock on the date of grant. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. RSUs with time base vesting conditions for employees vest annually over three or four years on each anniversary of the Grant Date and RSUs for non-employee directors vest on the one-year anniversary of the Grant Date. RSUs with performance conditions for employees vest on the one-year anniversary of the performance achievement date. During the three and nine months ended September 30, 2024, the Company granted 35,100 and 873,800 RSU awards containing performance and time based vesting conditions to employees, respectively.

During the three months ended September 30, 2024, one of the two performance target tranches for performance-based RSU awards was achieved. As of September 30, 2024, the Company determined that the achievement of the second tranche’s performance target was probable and therefore recognized expense during the three and nine months ended September 30, 2024 related to the outstanding performance condition.

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2024:


		Number of		Weighted-Average
		Restricted Stock Units		Grant Date Fair Value
Outstanding at December 31, 2023		522,155		$	2.07
Granted		873,800		$	1.97
Vested		(183,482)		$	2.17
Forfeited		(8,125)		$	2.25
Outstanding at September 30, 2024		1,204,348		$	1.98

Equity-based Compensation Expense

The Company recorded total equity-based compensation expense in the statement of operations and comprehensive loss related to stock options and restricted stock units as follows:


		Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
Research and development		$	291		$	176		$	804		$	489
General and administrative			605			895			2,410			2,794
Total equity-based compensation		$	896		$	1,071		$	3,214		$	3,283

As of September 30, 2024, total future compensation expense related to unvested awards yet to be recognized by the Company was $3,121, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.89 years. Total unrecognized compensation expense related to unvested performance-based awards was $628, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.06 years.