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Equity Incentive Plan and Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Equity Incentive Plan and Stock-Based Compensation | Note 9. Equity Incentive Plan and Stock-Based Compensation 2022 Equity Incentive Plan The Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”) effective upon the closing of the IPO, which provides for the granting of incentive stock options (“ISOs”) to the Company's employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance awards, and other forms of awards to employees, directors, and consultants. As of September 30, 2024, no stock appreciation rights, restricted stock awards or performance awards were issued. The Company initially reserved for issuance 1,870,000 new shares of common stock pursuant to the 2022 Plan. The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) was terminated in 2022; however, shares underlying outstanding stock awards granted under the 2017 Plan will continue to be governed by the 2017 Plan. Shares available under the 2017 Plan were added to the available shares in the 2022 Plan. Shares underlying outstanding stock awards granted under the 2017 Plan that expire or are repurchased by, forfeited to, cancelled or withheld by the Company will also be reserved for issuance under the 2022 Plan. The initial number of shares of the Company’s common stock that may be issued under the 2022 Plan will not exceed 4,423,920 shares of the Company's common stock, which is the sum of (i) 1,870,000 new shares, plus (ii) 2,553,920 shares related to the 2017 Plan. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2023 and continuing through January 1, 2032, in an amount equal to (1) 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company's board of directors no later than December 31 of the immediately preceding year. Accordingly, effective January 1, 2024, the number of shares in the 2022 Plan increased by 1,189,657 shares, representing 4% of the prior year end’s common stock outstanding. The maximum number of shares of the Company's common stock that may be issued on the exercise of stock options or vesting of RSUs under the 2022 Plan is 13,271,760 shares. Since the date of incorporation and through September 30, 2024, the Company has issued stock options and RSUs to its employees, directors, and consultants. As of September 30, 2024, 998,888 shares of common stock remained available for future issuance under the 2022 Plan. ISOs granted to newly hired employees under the 2022 Plan generally vest 25% after the completion of 12 months of service, and the balance vests in equal monthly installments over the next 36 months of service and expire ten years from the grant date, unless subject to provisions regarding 10% stockholders. ISOs granted to existing employees generally vest ratably over a 48-month period of service and expire ten years from the grant date. NSOs vest in accordance with the terms of the specific agreement under which the options were provided and expire ten years from the date of grant. RSUs granted to employees generally vest quarterly or annually over a two to four year period of service and expire ten years from the grant date. Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations and comprehensive loss during the three and nine months ended September 30, 2024 and 2023 (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Research and development expenses |  | $ | 796 |  |  | $ | 1,045 |  |  | $ | 3,164 |  |  | $ | 3,113 |
General and administrative expenses |  |  | 1,106 |  |  |  | 1,124 |  |  |  | 3,394 |  |  |  | 3,067 |
Total |  | $ | 1,902 |  |  | $ | 2,169 |  |  | $ | 6,558 |  |  | $ | 6,180 |
Stock Option Activity A summary of the stock option activity is as follows:
|  | Total Options Outstanding |  |  | Weighted-Average Exercise Price |  |  | Weighted-Average Remaining Contractual Life (in years) |  |  | Aggregate Intrinsic Value (in thousands) |
Outstanding at December 31, 2023 |  |  | 3,930,306 |  |  | $ | 10.86 |  |  |  | 8.14 |  |  | $ | 37,853 |
Granted |  |  | 1,471,199 |  |  | $ | 2.63 |  |  |  |  |  |  |
Exercised |  |  | (28,930 | ) |  | $ | 7.78 |  |  |  |  |  |  |
Forfeited |  |  | (524,026 | ) |  | $ | 8.78 |  |  |  |  |  |  |
Vested and expected to vest at September 30, 2024 |  |  | 4,848,549 |  |  | $ | 8.61 |  |  |  | 6.54 |  |  | $ | 176 |
Exercisable as of September 30, 2024 |  |  | 2,773,130 |  |  | $ | 9.36 |  |  |  | 5.45 |  |  | $ | 176 |
As of September 30, 2024, there was unrecognized stock-based compensation expense of $10.6 million related to unvested stock options which the Company expects to recognize over a weighted-average period of 1.7 y ears. Weighted-average grant-date fair value of the options granted during the nine months ended September 30, 2024 was $2.23 per share. RSU Activity RSUs entitle the holder to receive shares of the Company’s common stock upon vesting. The fair value of RSUs is based upon the closing sales price of the Company’s common stock on the grant date. A summary of the RSU activity is as follows:
|  | Number of Units |  |  | Weighted-Average Grant Date Fair Value |
Unvested at December 31, 2023 |  |  | — |  |  | $ | — |
Issued |  |  | 698,096 |  |  | $ | 2.73 |
Vested and released |  |  | (27,508 | ) |  | $ | 2.98 |
Forfeited |  |  | (199,779 | ) |  | $ | 2.62 |
Unvested at September 30, 2024 |  |  | 470,809 |  |  | $ | 2.76 |
2022 Employee Stock Purchase Plan The Company’s 2022 Employee Stock Purchase Plan (“ESPP”) has two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “423 Component”) and a component that is not intended to qualify (the “Non-423 Component”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock at the beginning of the offering period or at the end of each applicable purchase period. Subject to adjustment in the case of certain capitalization events, 187,000 shares of the Company’s common stock were available for purchase at the adoption of the ESPP. Pursuant to the ESPP, the annual share increase pursuant to the evergreen provision is determined based on the least of (i) 1% of the Company’s common stock outstanding as of December 31 of the immediately preceding year, (ii) 561,000 shares, or (iii) such number of shares as determined by the Board. Accordingly, effective January 1, 2024, the number of shares in the ESPP increased by 297,414 shares, representing 1% of the prior year end’s common stock outstanding. As of September 30, 2024, 563,731 shares of common stock remained available for issuance under the ESPP. During the three and nine months ended September 30, 2024, the Company recognized an insignificant amount and $0.1 million, respectively, in stock-based compensation expense related to the ESPP. During the three and nine months ended September 30, 2023, the Company recognized $0.1 million and $0.2 million in stock-based compensation expense related to the ESPP, respectively.

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