XML 31 R20.htm IDEA: XBRL DOCUMENT v3.23.1
Equity Incentive Plans
12 Months Ended
Dec. 31, 2022
Equity Incentive Plans  
Equity Incentive Plans
14.
Equity Incentive Plans

In 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”).

On November 10, 2021, the 2017 Plan terminated and was replaced by the 2021 Plan (defined below), and future issuances of incentive instruments will be governed by the 2021 Plan. To the extent that outstanding awards under the 2017 Plan are forfeited or lapse unexercised, the shares of common stock subject to such awards will no longer be available for future issuance.

2021 Equity Incentive Plan

In 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). Options granted under the 2021 Plan may be Incentive Stock Options or Non-statutory Stock Options, as determined by the Compensation Committee of the Company’s board of directors, who is responsible for administering the 2021 Plan. Stock Purchase Rights may also be granted under the 2021 Plan. The term shall be no more than ten years from the date of grant thereof. In the case of an Incentive Stock Option granted to an optionee who, at the time the option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the option shall be five years from the date of grant or such shorter term as may be provided in the option Agreement. To the extent outstanding awards under the 2021 Plan are forfeited or lapse unexercised, the shares of common stock subject to such awards will be available for future issuance under the 2021 Plan. The 2021 Plan provides that additional shares will automatically be added to the shares authorized for issuance under the 2021 Plan on January 1 of each year. The number of shares added each year will be equal to the lesser of: (i) 5.0% of the outstanding shares of the Company’s common stock on December 31st of the preceding calendar year or (ii) such number of shares determined by the board of directors, in its discretion. On January 1, 2022, 485,761 shares were automatically added to the number of shares authorized for issuance under 2021 Plan (an increase equal to 5% of the number of the outstanding shares of Company common stock as of December 31, 2021). Subsequent to the year ended December 31, 2022, on January 1, 2023, 483,887 shares were automatically added to the number of shares authorized for issuance under 2021 Plan (an increase equal to 5% of the number of the outstanding shares of Company common stock as of December 31, 2022).

In the case of an Incentive Stock Option, (i) granted to an employee who, at the time of grant of such option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; (ii) granted to any other employee, the per share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. In the case of a Non-statutory Stock Option, the per share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, options may be granted with a per share exercise price other than as required above pursuant to a merger or other corporate transaction.

The options may include provisions permitting exercise of the option prior to full vesting. Any unvested shares upon termination shall be subject to repurchase by the Company at the original exercise price of the option. Stock options granted under the Company’s equity incentive plans generally vest over four years from the date of grant.

As of December 31, 2022, there were 456,381 shares of common stock available for issuance under the 2021 Plan.

The following table summarizes the option activity for the years ended December 31, 2022 and 2021:

 

 

 

 

 

 

 

 

 

Options Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Shares

 

 

 

 

 

Weighted

 

 

Weighted-

 

 

Average

 

 

Aggregate

 

 

 

Available

 

 

 

 

 

Average

 

 

Average

 

 

Remaining

 

 

Intrinsic

 

 

 

For

 

 

Number of

 

 

Exercise

 

 

Grant Date

 

 

Contractual Life

 

 

Value

 

 

 

Grant

 

 

Options

 

 

Price

 

 

Fair Value

 

 

(in years)

 

 

(in thousands)

 

Balances, January 1, 2021

 

 

157,321

 

 

 

799,470

 

 

$

0.41

 

 

$

0.18

 

 

 

7.88

 

 

$

505

 

Shares reserved for issuance

 

 

937,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserved shares cancelled

 

 

(182,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options granted

 

 

(280,250

)

 

 

280,250

 

 

$

4.06

 

 

$

1.95

 

 

 

 

 

 

 

Options forfeited / cancelled

 

 

25,784

 

 

 

(25,784

)

 

$

0.40

 

 

$

0.18

 

 

 

 

 

 

 

Options expired

 

 

49,737

 

 

 

(49,737

)

 

$

0.71

 

 

$

0.31

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

(396,979

)

 

$

0.15

 

 

$

0.07

 

 

 

 

 

 

 

Balances, December 31, 2021

 

 

707,250

 

 

 

607,220

 

 

$

2.23

 

 

$

1.06

 

 

 

8.56

 

 

$

1,163

 

Shares reserved for issuance

 

 

485,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserved shares cancelled

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options granted

 

 

(736,630

)

 

 

736,630

 

 

$

1.71

 

 

$

1.01

 

 

 

 

 

 

 

Options forfeited / cancelled

 

 

 

 

 

(18,750

)

 

$

1.00

 

 

$

0.44

 

 

 

 

 

 

 

Options expired

 

 

 

 

 

 

 

$

 

 

$

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

(56,250

)

 

$

1.00

 

 

$

0.44

 

 

 

 

 

 

 

Balances, December 31, 2022

 

 

456,381

 

 

 

1,268,850

 

 

$

2.00

 

 

$

1.06

 

 

 

7.77

 

 

$

62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable

 

 

 

 

 

357,215

 

 

$

1.73

 

 

 

0.80

 

 

 

7.08

 

 

$

62

 

 

The weighted-average grant date fair value per share of stock options granted in 2022 and 2021 was $1.01 and $1.95, respectively. The aggregate intrinsic value of options vested and exercisable as of December 31, 2022 is calculated based on the difference between the exercise price and the current fair value of our common stock. The intrinsic value of options exercised in 2022 and 2021 was $52 thousand and $523 thousand, respectively.

The following table sets forth the status of the Company’s non-vested restricted common stock awards issued to employees:

 

 

 

Number of
Shares

 

 

Weighted-
Average
Grant-Date
Fair Value
Per Share

 

Non-vested as of January 1, 2021

 

 

 

 

$

 

Issuance of restricted common stock

 

 

112,500

 

 

$

0.36

 

Vested

 

 

(11,719

)

 

$

0.36

 

Non-vested as of December 31, 2021

 

 

100,781

 

 

$

0.36

 

Vested

 

 

(7,031

)

 

$

0.36

 

Cancelled

 

 

(93,750

)

 

$

0.36

 

Non-vested as of December 31, 2022

 

 

 

 

$

 

 

The fair value of restricted stock awards vested during the years ended December 31, 2022 and 2021 was $11 thousand and $17 thousand, respectively.

Stock-Based Compensation

Options generally vest over four years whereby 25% vest upon the first anniversary of the issuance date and 1/36th per month thereafter. Stock-based compensation expense recognized during the years ended December 31, 2022 and 2021 was $398 thousand and $57 thousand, respectively. As of December 31, 2022, there were total unrecognized compensation costs of $894 thousand related to share-based payment awards which is expected to be recognized over a weighted-average amortization period of 2.98 years.

Prior to the IPO, the grant date fair market value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors. Because there had been no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included valuations performed by an independent third-party, important developments in the Company's operations, sales of the Company’s convertible preferred stock, actual operating results, financial performance, the conditions in the life sciences industry, the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company's common stock. For 2022, the Company has used a comparative peer group for determining the expected volatility rate used in the calculation of fair value. Since the Company's stock has not been publicly traded for a sufficiently long period of time, the expected volatility rate is based on a review of the historical volatilities, over a period of time equivalent to the expected life of the instrument being valued, of similarly positioned public companies within the Company's industry.

The Company estimated the fair value of share-based payment awards using the Black-Scholes options valuation model. The fair value of share-based payment awards is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of share-based payment awards was estimated on the date of grant using the following assumptions:

 

 

 

2022

 

 

2021

 

Expected life (in years)

 

3.58 – 6.08

 

 

5.50 – 6.08

 

Expected volatility

 

49.86% - 114.76%

 

 

49.60% - 51.57%

 

Risk-free interest rate

 

0.99% - 3.85%

 

 

1.07% - 1.33%

 

Dividend yield

 

 

%

 

 

%

 

Expected Term: The Company uses the simplified method to calculate expected term described in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, which takes into account vesting term and expiration date of the options.

Volatility: Volatility is based on an average of the historical volatilities of comparable publicly traded companies for the expected term.

Risk Free Interest Rate: The risk-free rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding with the expected term of the option.

Dividend Yield: The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, used an expected dividend yield of zero in the valuation model.

No income tax benefits have been recognized relating to stock-based compensation expenses and no tax benefits have been realized from exercised stock options.

Total Stock-Based Compensation

Total stock-based compensation expense recorded related to share-based payment awards was allocated to research and development, sales and marketing, and general and administrative expense as follows (in thousands):

 

 

 

2022

 

 

2021

 

Research and development

 

$

114

 

 

$

6

 

Sales and marketing

 

 

4

 

 

 

1

 

General and administrative

 

 

280

 

 

 

50

 

Total stock-based compensation

 

$

398

 

 

$

57