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Stock-Based Compensation Expense
3 Months Ended
Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Expense

7. Stock-Based Compensation Expense

The Company adopted the 2016 Equity Incentive Plan (“2016 Plan”) in February 2016 and amended it in June 2017 and June 2018. Upon adoption of the 2016 Plan, no further grants were made under the 2005 Equity Incentive Plan (“2005 Plan”).

In April 2020, the Company’s Board of Directors adopted the Company’s 2020 Incentive Award Plan (“2020 Plan”), and upon effectiveness of the 2020 Plan, the Company ceased granting awards under the 2016 Plan. The 2020 Plan provides for the grant of incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, performance awards and other share and cash-based awards to employees and consultants and members of the Board of Directors of the Company and its subsidiaries.

The initial number of shares of the Company’s common stock that may be issued under the 2020 Plan is 2,100,000 shares plus the number of shares of the Company’s common stock underlying outstanding awards under the 2005 Plan and 2016 Plan as of the effective date of the 2020 Plan that expire, lapse or are terminated, exchanged for cash, surrendered, repurchased, canceled or forfeited following the effective date of the 2020 Plan. The number of shares available for issuance under the 2020 Plan will automatically increase on January 1st of each year from 2021 to 2030 by the lesser of (i) 4% of the number of shares of common stock

outstanding on the final day of the immediately preceding calendar year and (ii) a smaller number of shares determined by the Company’s Board of Directors. However, no more than 8,800,000 shares may be issued under the 2020 Plan pursuant to the exercise of incentive stock options. On January 1, 2022, the number of shares available for grant under the 2020 Plan was automatically increased by 520,287. As of March 31, 2022, the Company had 1,363,660 shares available for issuance under the 2020 Plan.

In February 2022, the Company’s Board of Directors adopted the Company’s 2022 Employment Inducement Award Plan (“Inducement Award Plan,” and together with the 2020 Plan, 2016 Plan and 2005 Plan, the “Plans”), which was adopted by the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”). In accordance with Rule 5635(c)(4), awards made under the Inducement Award Plan may only be made to a newly hired employee who has not previously been a member of the Board, or any employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary. An aggregate of 520,000 shares of the Company’s common stock have been reserved for issuance under the Inducement Award Plan. In connection with the Company’s appointment of its Executive Chair, the Executive Chair was granted an option to purchase 520,000 shares of the Company’s common stock under the Inducement Award Plan.

All stock option grants are nonqualified stock options except option grants to employees and officers intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Stock options generally may not be granted at less than the fair market value of the Company’s common stock on the date of grant. Vesting periods of awards are determined by the Board of Directors or its compensation committee. Vesting periods of awards granted to date range from vesting upon grant to vesting over a four-year period. Vesting conditions are generally based on continued service. Additionally, the Company has granted certain awards which vest upon the achievement of certain market capitalization targets and achievement of revenue milestones. Stock options granted under the Plans expire no more than 10 years from the date of grant.

Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

2022

 

 

2021

 

Research and development

 

$

227

 

 

$

142

 

General and administrative

 

 

617

 

 

 

457

 

Total

 

$

844

 

 

$

599

 

 

The Company did not record any stock-based compensation associated with milestone-based awards in the three months ended March 31, 2022 and 2021.

In February 2022, the Company granted certain executive officers options to purchase a total of 520,000 shares of the Company’s common stock under the Inducement Award Plan and 175,000 shares under the 2020 Plan (the “Executive Options”). The Executive Options have an exercise price per share of $4.21. The Executive Options vest as to one-third of the shares underlying the options, in each case, upon the achievement of three distinct market capitalization targets during the five-year performance period following the date of grant, provided that no more than one-third of the option may vest prior to the first anniversary of the date of grant, no more than two-thirds of the option may vest prior to the second anniversary of the date of grant and the option may not become fully vested prior to the third anniversary of the date of grant, subject to the executive officers’ continued service on each applicable vesting date and certain exceptions in the context of a change in control transaction. The Executive Options’ final expiration date is February 15, 2032. Stock-based compensation during the three months ended March 31, 2022 associated with the Executive Options was $42,000.

The following table summarizes the Company’s unrecognized stock-based compensation as of March 31, 2022:

 

 

As of March 31, 2022

 

 

 

Unrecognized Expense
(in thousands)

 

 

Period of Recognition
(years)

 

Restricted stock units

 

$

198

 

 

 

3.9

 

Stock options

 

 

8,572

 

 

 

2.7

 

Total

 

$

8,770

 

 

 

 

 

As of March 31, 2022, there was approximately $36,000 of unrecognized stock-based compensation related to a stock option award related to the achievement of a revenue-based milestone. As the Company believes the achievement of the revenue-based milestone is currently not probable, it has not recorded any stock-based compensation related to this award. The Company will continue to assess the probability of achieving the revenue-based milestone at each reporting period.

The fair value of each stock option granted to employees, directors and non-employees was estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted-average assumptions:

 

 

 

Three Months Ended
March 31,

 

 

 

2022

 

 

2021

 

Risk-free interest rate

 

 

2.0

%

 

 

0.6

%

Expected dividend yield

 

 

%

 

 

%

Expected term (in years)

 

 

4.2

 

 

 

6.0

 

Expected volatility

 

 

80.8

%

 

 

85.4

%

A summary of the restricted stock unit activity under the Plans for the three months ended March 31, 2022 was as follows:

 

 

Shares

 

 

Weighted-
Average
Grant Date Fair Value

 

Restricted stock units outstanding as of December 31, 2021

 

 

 

 

$

 

Granted

 

 

42,879

 

 

$

4.78

 

Forfeited

 

 

 

 

$

 

Restricted stock units outstanding as of March 31, 2022

 

 

42,879

 

 

$

4.78

 

A summary of the stock option activity under the Plans for the three months ended March 31, 2022 was as follows:

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Life
(in years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding December 31, 2021

 

 

1,662,861

 

 

$

10.34

 

 

 

7.6

 

 

$

918

 

Granted

 

 

1,303,822

 

 

 

5.02

 

 

 

 

 

 

 

Exercised

 

 

(2,718

)

 

 

2.76

 

 

 

 

 

 

 

Cancelled

 

 

(1,788

)

 

 

9.70

 

 

 

 

 

 

 

Outstanding at March 31, 2022

 

 

2,962,177

 

 

$

8.00

 

 

 

8.5

 

 

$

765

 

Exercisable at March 31, 2022

 

 

963,740

 

 

$

9.94

 

 

 

6.7

 

 

$

629

 

Vested and expected to vest at March 31, 2022

 

 

2,962,177

 

 

$

8.00

 

 

 

8.5

 

 

$

765

 

 

The weighted-average fair value of options granted to employees, directors and non-employees during the three months ended March 31, 2022 and 2021 was $2.84 and $7.65, respectively.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2022 and 2021 was approximately $5,000 and $0.2 million, respectively.

2020 Employee Stock Purchase Plan

In April 2020, the Company’s Board of Directors adopted the Company’s 2020 Employee Stock Purchase Plan (“2020 ESPP”). The 2020 ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and is not subject to the provisions of the Employee Retirement Income Security Act of 1974. The Company initially reserved 150,000 shares of common stock for issuance under the 2020 ESPP. In addition, the number of shares available for issuance under the 2020 ESPP will be annually increased on January 1st of each year from 2021 to 2030 by the lesser of (i) 0.5% of

the number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s Board of Directors, provided that no more than 987,500 shares of common stock may be issued under the 2020 ESPP. On January 1, 2022, the number of shares available for grant under the 2020 ESPP was automatically increased by 65,035. The 2020 ESPP permits eligible participants to purchase common stock through payroll deductions of up to a specified percentage of their eligible compensation. On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of the Company’s common stock. The option will expire at the end of the applicable offering period, and will be exercised at that time to the extent of the payroll deductions accumulated during the offering period, subject to the limits set forth in the 2020 ESPP. The purchase price of the shares, in the absence of a contrary designation, will be 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase date. As of March 31, 2022, no shares have been issued under the 2020 ESPP.