XML 29 R17.htm IDEA: XBRL DOCUMENT v3.22.2.2
Stock-Based Awards
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Awards

10. Stock-Based Awards

2021 Stock Incentive Plan

The Company’s 2021 Stock Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders on June 15, 2021 and became effective on June 16, 2021. Under the 2021 Plan, the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, awards of restricted stock units and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan; however, incentive stock options may only be granted to employees. The 2021 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock covered by options and the date those options become exercisable, type of options to be granted, exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated.

Stock options granted under the 2021 Plan with service-based vesting conditions generally vest over four years and may not have a duration in excess of ten years, although options have been granted with vesting terms of less than four years.

The total number of shares of common stock that may be issued under the 2021 Plan was 14,185,751 as of June 30, 2022, of which 5,937,751 shares remained available for grant. The Company initially reserved 12,500,000 shares of common stock, plus the number of shares of common stock subject to then outstanding awards under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”), the Company’s 2016 Stock Incentive Plan (“the 2016 Plan”), and the Company’s 2006 Stock Incentive Plan, as amended (the

“2006 Plan”) that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right up to 6,280,135 shares.

Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards.

The exercise price for stock options granted may not be less than the fair market value of the common stock as of the date of grant.

2017 Stock Incentive Plan

The 2017 Plan was approved by the Company’s stockholders on June 16, 2017, and became effective on June 28, 2017. Under the 2017 Plan, the Company could grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, awards of restricted stock units and other stock-based awards. The Company’s employees, officers, directors, consultants and advisors were eligible to receive awards under the 2017 Plan; however, incentive stock options could only be granted to employees. The 2017 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock covered by options and the date those options become exercisable, type of options granted, exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated.

Stock options granted under the 2017 Plan with service-based vesting conditions generally vest over four years and may not have a duration in excess of ten years, although options have been granted with vesting terms of less than four years. The exercise price for stock options granted may not be less than the fair market value of the common stock as of the date of grant.

As of the effective date of the 2021 Plan, the board of directors determined to grant no further awards under the 2017 Plan.

Shares that are expired, terminated, surrendered or canceled without having been fully exercised will be available for future awards under the 2021 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards under the 2021 Plan.

2017 Employee Stock Purchase Plan

On June 16, 2017, the Company’s stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective on June 28, 2017. A total of 150,000 shares of common stock were initially reserved for issuance under this plan. Under the 2017 ESPP, the number of shares of common stock that may be issued under the 2017 ESPP will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2018 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 622,408 shares, (ii) 1% of the outstanding shares of common stock on such date and (iii) an amount determined by the Company’s board of directors. The compensation committee of the board of directors has determined that the number of shares of common stock that may be issued under the 2017 ESPP would not be increased on January 1, 2021 or January 1, 2022. The Company has not issued any shares under the 2017 ESPP.

Stock Option Valuation

The assumptions that the Company used to determine the grant-date fair value of the stock options granted to employees and directors during the six months ended June 30, 2022 and 2021 were as follows, presented on a weighted average basis:

 

 

 

Six Months Ended
June 30, 2022

 

 

Six Months Ended
June 30, 2021

 

Risk-free interest rate

 

2.46%

 

 

0.96%

 

Expected term (in years)

 

 

5.9

 

 

 

6.2

 

Expected volatility

 

94.2%

 

 

91.0%

 

Expected dividend yield

 

0%

 

 

0%

 

 

Stock Options

The following table summarizes the Company’s stock option activity since January 1, 2022:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Term in Years

 

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2021

 

 

9,375,497

 

 

$

1.79

 

 

 

8.5

 

 

$

4

 

Granted

 

 

3,148,500

 

 

 

0.46

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

0.00

 

 

 

 

 

 

 

Canceled, forfeited or expired

 

 

(1,401,565

)

 

 

1.02

 

 

 

 

 

 

 

Outstanding at June 30, 2022

 

 

11,122,432

 

 

$

1.51

 

 

 

8.2

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at June 30, 2022

 

 

5,099,852

 

 

$

2.21

 

 

 

7.0

 

 

$

 

Options vested and expected to vest at June 30, 2022

 

 

10,902,956

 

 

$

2.21

 

 

 

8.1

 

 

$

 

 

The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2022 and 2021 was $0.35 and $0.97, respectively.

The aggregate fair value of stock options that vested during the six months ended June 30, 2022 and 2021 was $2,003 and $708, 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 six months ended June 30, 2022 and 2021 was $0.

Restricted Stock Units

The following table summarizes the Company’s restricted stock activity since January 1, 2022:

 

 

 

 

 

 

Weighted-Average

 

 

 

Number of

 

 

Grant Date Fair Value

 

 

 

Units

 

 

per Unit

 

Outstanding, non-vested at December 31, 2021

 

 

 

 

$

 

Issued

 

 

250,000

 

 

 

0.39

 

Vested

 

 

(250,000

)

 

 

0.39

 

Canceled/forfeited

 

 

 

 

 

 

Outstanding, non-vested at June 30, 2022

 

 

 

 

 

 

 

Stock-Based Compensation

The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its statements of operations and comprehensive loss:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Research and development expenses

$

178

 

 

$

103

 

 

$

321

 

 

$

202

 

 

General and administrative expenses

 

350

 

 

 

258

 

 

 

896

 

 

 

791

 

 

Total Stock Based Compensation

$

528

 

 

$

361

 

 

$

1,217

 

 

$

993

 

 

 

As of June 30, 2022, the Company had an aggregate of $4,050 of unrecognized stock-based compensation expense, which it expects to recognize over a weighted average period of 2.86 years.