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Stock-based compensation | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-based compensation | Stock-based compensation Stock incentive plans Prior to its initial public offering, the Company granted stock options pursuant to the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). The 2007 Plan expired in June 2017. Any cancellations or forfeitures of options granted under the 2007 Plan will increase the options available under the Company's 2017 Stock Incentive Plan (the “2017 Plan”), as described below. In June 2017, the Company’s stockholders approved the 2017 Plan. Under the 2017 Plan, shares of common stock could be granted to the Company's employees, officers, directors, consultants and advisors in the form of options, RSUs or other stock-based awards. The number of shares of common stock issuable under the 2017 Plan will be cumulatively increased annually on January 1 by the lesser of (a) 4% of the outstanding shares on the immediately preceding December 31 or (b) such other amount specified by the Board. The terms of the awards are determined by the Board, subject to the provisions of the 2017 Plan. Any cancellations or forfeitures of options granted under the 2007 Plan, which expired in June 2017, would increase the number of shares that could be granted under the 2017 Plan. On January 1, 2024, the number of shares of common stock issuable under the 2017 Plan was increased by 4,828,469 shares. During the nine months ended September 30, 2024, the Company granted an aggregate of 5,074,786 RSUs and options to purchase shares of common stock to employees and non-employee directors under the 2017 Plan. As of September 30, 2024, there were 3,280,443 shares available for future issuance under the 2017 Plan. Under the 2017 Plan, with respect to both incentive stock options and nonqualified stock options, the exercise price per share will not be less than the fair market value of the common stock on the date of grant and the vesting period for options granted to employees is generally four years. In accordance with the Company's non-employee director compensation policy, as in effect from time to time, options granted to non-employee directors in lieu of cash retainer fees earned are fully vested upon grant, options granted to non-employee directors upon initial election to the board of directors vest over three years, and options granted to non-employee directors on the date of each of annual meeting of stockholders vest over one year. Options granted under the 2017 Plan expire no later than 10 years from the date of grant. Options under the 2007 Plan were granted at an exercise price established by the Board (or an authorized committee thereof) that was not less than the fair market value of the underlying common stock on the date of grant and subject to such vesting provisions determined by the Board (or an authorized committee thereof). The Board may accelerate vesting or otherwise adjust the terms of granted options in the case of a merger, consolidation, dissolution, or liquidation of the Company. Inducement awards From time to time, the Company grants to its employees, upon approval by the Board or an authorized committee thereof, options to purchase shares of common stock and/or RSUs as an inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4). Prior to February 2022, only options to purchase shares of common stock were granted as inducement awards, and they were granted outside of an existing equity incentive plan. These options are subject to terms substantially the same as the 2017 Plan. In February 2022, the Board adopted the Company's 2022 Inducement Stock Incentive Plan (the “Inducement Plan”), which provides for the grant of nonstatutory options, stock appreciation rights, restricted stock, RSUs and other stock-based awards, with respect to an aggregate of 2,000,000 shares of the Company's common stock (subject to adjustment as provided in the Inducement Plan). During the nine months ended September 30, 2024, the Company granted an aggregate of 70,200 RSUs and options to purchase shares of common stock to newly hired employees under the Inducement Plan. As of September 30, 2024, there were 1,228,976 shares available for future issuance under the Inducement Plan. As of September 30, 2024, there were options to purchase 422,343 shares of common stock outstanding which were granted as inducement awards prior to the establishment of the Inducement Plan. Stock option activity A summary of stock option activity is as follows:
| Number of Shares |  | Weighted- Average Exercise Price
Outstanding at January 1, 2024 | 10,902,845 |  |  | $ | 7.42 |
Granted | 2,687,497 |  |  | $ | 2.91 |
Exercised | (14,223) |  |  | $ | 3.25 |
Cancelled/forfeited | (1,048,874) |  |  | $ | 7.98 |
Outstanding at September 30, 2024 | 12,527,245 |  |  | $ | 6.41 |
Exercisable at September 30, 2024 | 7,716,813 |  |  | $ | 7.81 |
The weighted-average grant date fair value of options granted during the nine months ended September 30, 2024 and 2023 was $2.50 and $3.85 per share, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2024 and 2023 was de minimis and $0.3 million, respectively. The aggregate intrinsic value represents the difference between the exercise price and the selling price received by option holders upon the exercise of stock options during the period. Cash received from the exercise of stock options was de minimis and $0.4 million, respectively, for the nine months ended September 30, 2024 and 2023. Restricted stock units and other awards The Company periodically issues RSUs with a service condition to certain officers and other employees that typically vest between one year and four years from the grant date. In accordance with its non-employee director compensation policy, as in effect from time to time, in 2023, the Company issued RSUs with a service condition to non-employee directors that generally vested one year from the date of grant, and the Company may also issue shares of common stock in lieu of cash retainer fees earned to certain non-employee directors, which shares are fully vested upon grant. A summary of the RSU activity is as follows:
| Number of Shares
Unvested at January 1, 2024 | 3,834,108 |
Granted | 2,457,489 |
Vested | (945,761) |
Forfeited(a) | (598,139) |
Unvested at September 30, 2024 | 4,747,697 |
(a) Includes 14,467 rescinded RSUs. Employee stock purchase plan During the year ended December 31, 2017, the Board adopted, and the Company’s stockholders approved the 2017 employee stock purchase plan (the “2017 ESPP”). The number of shares of common stock issuable under the 2017 ESPP was increased by 450,000 on January 1, 2024. The Company issued 153,729 and 291,260 shares, respectively, under the 2017 ESPP during the nine months ended September 30, 2024 and 2023. As of September 30, 2024, there were 660,554 shares available for issuance under the 2017 ESPP. Stock-based compensation expense The Company uses the provisions of ASC 718, Stock Compensation, to account for all stock-based awards to employees and non-employees. Stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period, using the straight-line method. The following table presents stock-based compensation expense by award type included within the Company’s condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(in thousands) | 2024 |  | 2023 |  | 2024 |  | 2023
Stock options | $ | 2,284 |  |  | $ | 3,211 |  |  | $ | 7,379 |  |  | $ | 11,718 |
Restricted stock units and other stock awards | 1,670 |  |  | 694 |  |  | 5,432 |  |  | 4,647 |
Employee stock purchase plan | 73 |  |  | 96 |  |  | 301 |  |  | 686 |
Stock-based compensation expense included in total operating expenses | $ | 4,027 |  |  | $ | 4,001 |  |  | $ | 13,112 |  |  | $ | 17,051 |
The following table presents stock-based compensation expense as reflected in the Company’s condensed consolidated statements of operations and comprehensive loss:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(in thousands) | 2024 |  | 2023 |  | 2024 |  | 2023
Research and development | $ | 2,305 |  |  | $ | 2,153 |  |  | $ | 7,195 |  |  | $ | 8,881 |
General and administrative | 1,722 |  |  | 1,848 |  |  | 5,917 |  |  | 8,170 |
Stock-based compensation expense included in total operating expenses | $ | 4,027 |  |  | $ | 4,001 |  |  | $ | 13,112 |  |  | $ | 17,051 |
As of September 30, 2024, there was $12.1 million and $11.4 million of unrecognized stock-based compensation expense related to unvested stock options and unvested RSUs, respectively, that is expected to be recognized over a weighted-average period of 1.8 years and 2.7 years, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Risk-free interest rate | 4.4 | % |  | 4.4 | % |  | 4.0 | % |  | 3.8 | %
Expected dividend yield | — | % |  | — | % |  | — | % |  | — | %
Expected term (years) | 5.00 |  | 6.09 |  | 5.98 |  | 6.06
Expected stock price volatility | 118 | % |  | 113 | % |  | 116 | % |  | 103 | %
Expected volatility for the Company’s common stock is determined based on its historical volatility. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the expected term of the option. No dividend yield was assumed as the Company has not historically and does not expect to pay dividends on its common stock. The expected term of the options granted is based on the use of the simplified method, in which the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant.

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