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Stock-based Compensation Expense
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation Expense

9. Stock-based Compensation Expense

2016 Stock Incentive Plan

In July 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”), which provided for the grant of restricted stock awards, restricted stock units, incentive stock options, non-statutory stock options, and other stock-based awards to the Company’s eligible employees, officers, directors, consultants, and advisors. As of the effective date of the 2019 Stock Incentive Plan (the “2019 Plan”), and as of September 30, 2022, no shares remained available for future issuance under the 2016 Plan. Any options or other awards outstanding under the 2016 Plan remain outstanding and effective.

2019 Stock Incentive Plan

On July 2, 2019, the Company’s stockholders approved the 2019 Plan, which became effective on July 17, 2019. The 2019 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards to the Company’s officers, employees, directors, consultants and advisors. The number of shares initially reserved for issuance under the 2019 Plan was 2,017,142 shares, plus the shares of common stock remaining available for issuance under the 2016 Plan as of July 17, 2019. The number of shares reserved was annually increased on January 1, 2020 and will be increased each January 1 thereafter through January 1, 2029 by the least of (i) 2,000,000 shares, (ii) 4% of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2022, the number of shares reserved for issuance under the 2019 Plan was increased by 1,625,455 shares. As of September 30, 2022, there were 1,667,865 shares available for future issuance under the 2019 Plan.

The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2016 Plan or the 2019 Plan will be added back to the shares of common stock available for issuance under the 2019 Plan. As of July 17, 2019, no further awards will be made under the 2016 Plan.

2022 Inducement Stock Incentive Plan

In February 2022, the Company's board of directors adopted the 2022 Inducement Stock Incentive Plan (the "Inducement Plan"), pursuant to which the Company may grant, subject to the terms of the Inducement Plan and Nasdaq rules, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The Company initially reserved a total of 1,750,000 shares of common stock for the issuance of awards under the Inducement Plan. The number of shares reserved and available for issuance under the Inducement Plan can be increased at any time with the approval of the Company’s board of directors. The Inducement Plan permits the board of directors, a delegated committee of the board of directors, or a delegated officer of the Company to grant the stock-based awards available under the Inducement Plan to attract key employees for the growth of the Company. As of September 30, 2022, there were 1,125,540 shares available for future grant under the Inducement Plan.

Restricted Stock Awards

The Company may repurchase unvested restricted stock awards at the original purchase price if employees or non-employees are terminated or cease their employment or service relationship with the Company. Shares of common stock repurchased from employees and non-employees are shares held in the Company’s treasury (“Treasury Shares”). The board of directors may, at its discretion, authorize that the Treasury Shares be returned to the pool of authorized but unissued common stock.

The shares of common stock underlying restricted stock awards typically vest over a four-year period. The shares of common stock are recorded in stockholders’ equity as they vest.

The following table summarizes the Company’s restricted stock award activity during the nine months ended September 30, 2022:

 

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date Fair
Value

 

Unvested at December 31, 2021

 

 

10,174

 

 

$

3.35

 

Granted

 

 

 

 

 

 

Vested

 

 

(10,174

)

 

 

3.35

 

Repurchased

 

 

 

 

 

 

Unvested at September 30, 2022

 

 

 

 

$

 

 

 

Stock Options

 

Stock options granted by the Company typically vest over a four-year period and have a ten year contractual term. Shares issued upon the exercise of stock options are issued from the Company’s pool of authorized but unissued common stock. In addition to stock options granted under the 2019 Plan and 2016 Plan, the Company has granted stock options as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4), which were granted outside of the 2019 Plan and 2016 Plan. The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2022:

 

 

 

Number of
Shares

 

 

Weighted
Average
Exercise Price

 

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2021

 

 

5,188,354

 

 

$

13.91

 

 

 

8.57

 

 

$

27,082,052

 

Granted

 

 

2,826,130

 

 

 

11.51

 

 

 

 

 

 

 

Exercised

 

 

(362,169

)

 

 

8.55

 

 

 

 

 

 

 

Cancelled

 

 

(1,723,250

)

 

 

14.60

 

 

 

 

 

 

 

Outstanding at September 30, 2022

 

 

5,929,065

 

 

$

12.89

 

 

 

8.36

 

 

$

1,568,734

 

Exercisable at September 30, 2022

 

 

2,002,770

 

 

$

12.68

 

 

 

6.88

 

 

$

295,030

 

 

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 as of the balance sheet date for those options that had exercise prices lower than the fair value of the Company’s common stock.

The weighted average grant date fair value of stock options granted in the three and nine months ended September 30, 2022 was $4.94 per share and $8.52 per share, respectively. The weighted average grant date fair value of stock options granted in the three and nine months ended September 30, 2021 was $15.25 per share and $10.33 per share, respectively. The total intrinsic value of stock options exercised during the three and nine months ended September 30, 2022 was less than $0.1 million and $2.6 million, respectively. The total intrinsic value of stock options exercised during the three and nine months ended September 30, 2021 was $2.9 million and $3.0 million, respectively. The fair value of stock options granted during the three and nine months ended September 30, 2022 and 2021 has been calculated on the date of grant using the following weighted average assumptions:

 

 

 

Three Months
Ended
September 30, 2022

 

 

Three Months
Ended
September 30, 2021

 

 

Nine Months
Ended
September 30, 2022

 

 

Nine Months
Ended
September 30, 2021

 

Risk-free interest rate

 

 

2.9

%

 

 

1.0

%

 

 

2.2

%

 

 

0.9

%

Expected dividend yield

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Expected term (years)

 

 

6.1

 

 

 

6.1

 

 

 

6.0

 

 

 

6.0

 

Expected stock price volatility

 

 

90.0

%

 

 

89.3

%

 

 

88.7

%

 

 

86.9

%

 

Restricted Stock Units

The Company has also granted restricted stock units. The shares of common stock underlying restricted stock units typically vest over a four-year period. The shares of common stock are recorded in stockholders’ equity as they vest.

The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2022:

 

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date Fair
Value

 

Unvested at December 31, 2021

 

 

 

 

$

 

Granted

 

 

126,803

 

 

 

10.09

 

Vested

 

 

 

 

 

 

Cancelled

 

 

(31,629

)

 

 

11.55

 

Unvested at September 30, 2022

 

 

95,174

 

 

$

9.61

 

 

 

The aggregate intrinsic value of all restricted stock units and restricted stock awards that vested during the three and nine months ended September 30, 2022 was zero and $0.2 million, respectively. The aggregate intrinsic value of all restricted stock units and restricted stock awards that vested during the three and nine months ended September 30, 2021 was $0.3 million and $1.2 million, respectively.

Stock-based Compensation Expense

The total compensation cost recognized in the statements of operations and comprehensive loss associated with all stock-based compensation awards granted by the Company is as follows (in thousands):

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

General and administrative

 

$

2,597

 

 

$

1,688

 

 

$

7,138

 

 

$

4,534

 

Research and development

 

 

756

 

 

 

970

 

 

 

2,941

 

 

 

2,743

 

Total stock-based compensation expense

 

$

3,353

 

 

$

2,658

 

 

$

10,079

 

 

$

7,277

 

 

As of September 30, 2022, the Company had an aggregate of $34.9 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.82 years.

2019 Employee Stock Purchase Plan

On July 2, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 17, 2019. A total of 252,142 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of common stock reserved under the ESPP was increased on January 1, 2020, and will be increased annually on each January 1 thereafter through January 1, 2029, by the least of (i) 428,571 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2022, the number of shares reserved for issuance under the 2019 ESPP was increased by 406,363 shares. As of September 30, 2022, there were 1,091,085 shares available for future issuance under the ESPP.