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Equity-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

10. Equity-Based Compensation

2018 Stock Option and Grant Plan

In November 2018, the Company adopted, and its stockholders approved, the 2018 Stock Option and Grant Plan (the “2018 Plan”), which provides for the granting of stock options and other equity-based awards at the discretion of the Board of Directors or any subcommittee of the Board of Directors to the Company’s employees, officers, directors, and independent contractors. No further grants will be made under the 2018 Plan. However, the 2018 Plan will continue to govern outstanding equity awards granted thereunder. To the extent outstanding options granted under the 2018 Plan are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2018 Plan, the number of shares underlying such awards will be available for future grant under the 2020 Stock Option and Incentive Plan.

2020 Stock Option and Incentive Plan

In August 2020, the Company and its stockholders approved the 2020 Stock Option and Incentive Plan (the “2020 Plan”), which became effective on August 20, 2020. The 2020 Plan replaced the 2018 Plan as the Company’s Board of Directors has determined not to make additional awards under the 2018 Plan following the closing of the Company’s IPO. The 2020 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company has initially reserved 4,457,370 shares of its common stock for the issuance of awards under the 2020 Plan, which includes the shares of common stock remaining available for issuance under its 2018 Plan as of the business day immediately prior to the effective date of the registration statement. The 2020 Plan provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2021 and each January 1 thereafter, by 4% of the Company’s outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. These limits are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. In June 2024, in connection with the Company's 2024 annual shareholder meeting, shareholders approved an amendment to the 2020 stock option plan that redefined the definition of common stock outstanding for the purposes of calculating the annual increase to the shares available for issuance. After the amendment, outstanding equity includes all outstanding common shares as well as outstanding pre-funded warrants. As of September 30, 2024, there were an aggregate of 3,455,849 shares remaining available for future grants.

2020 Employee Stock Purchase Plan

In August 2020, the Company and its stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective August 20, 2020. The 2020 ESPP initially reserved and authorized the issuance of up to a total of 445,653 shares of common stock to participating employees. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2021 and each January 1 thereafter through January 1, 2030, by the lesser of (i) 438,898 shares of common stock, (ii) 1% of the Company’s outstanding number of shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. The number of shares reserved under the 2020 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of September 30, 2024, there were an aggregate 1,957,168 shares remaining available for future grants.

Stock Options

A summary of stock option activity under the 2020 Plan during the nine months ended September 30, 2024 is as follows (in thousands except share and per share data):

 

 

 

Number of
Options
Outstanding

 

 

Weighted
Average
Strike
Price per
Option

 

 

Weighted
Average
Remaining
Contractual
Term
(in years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2023

 

 

8,113,164

 

 

$

28.25

 

 

 

7.69

 

 

$

49,622

 

Granted

 

 

2,473,796

 

 

 

42.14

 

 

 

 

 

 

 

Exercised

 

 

(695,821

)

 

 

13.82

 

 

 

 

 

 

 

Forfeited

 

 

(267,571

)

 

 

36.04

 

 

 

 

 

 

 

Outstanding at September 30, 2024

 

 

9,623,568

 

 

$

32.68

 

 

 

7.62

 

 

$

149,181

 

Exercisable at September 30, 2024

 

 

5,842,808

 

 

$

29.50

 

 

 

6.79

 

 

$

110,889

 

 

The intrinsic value of stock options exercised during the three months ended September 30, 2024 and 2023 was $10.4 million and $1.1 million, respectively. The intrinsic value of stock options exercised during the nine months ended September 30, 2024 and 2023 was $19.0 million and $7.9 million, respectively.

 

The weighted-average fair value of options granted during the three months ended September 30, 2024 and 2023 was $29.36 and $13.35, respectively. The weighted-average fair value of options granted during the nine months ended September 30, 2024 and 2023 was $26.03 and $18.19 respectively.

 

As of September 30, 2024, the total unrecognized stock-based compensation expense for unvested stock options was $80.7 million, with a weighted average recognition period of 2.1 years.

The following table outlines our equity-based compensation expense for stock options for the three and nine months ended September 30, 2024 and 2023:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development

 

$

5,950

 

 

$

4,931

 

 

$

16,925

 

 

$

14,091

 

General and administrative

 

 

6,432

 

 

 

5,440

 

 

 

18,060

 

 

 

14,899

 

Total equity-based compensation

 

$

12,382

 

 

$

10,371

 

 

$

34,985

 

 

$

28,990

 

 

The weighted-average assumptions that the Company used in the Black-Scholes option pricing model to determine the grant date fair value of stock options granted to employees and non-employees for the three and nine months ended September 30, 2024 and 2023 were as follows:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Expected term (in years)

 

 

6.08

 

 

 

6.08

 

 

 

5.79

 

 

 

5.86

 

Volatility

 

 

67

%

 

 

62

%

 

 

65

%

 

 

62

%

Risk-free interest rate

 

 

3.69

%

 

 

4.14

%

 

 

4.12

%

 

 

4.06

%

Dividend yield

 

 

0.00

%

 

 

0.00

%

 

 

0.00

%

 

 

0.00

%

 

Restricted Stock Units

The Company has granted shares of restricted stock units with service-based and performance-based vesting conditions. A summary of restricted stock activity during the nine months ended September 30, 2024 is as follows:

 

 

 

Number of
Units
Outstanding

 

 

Grant Date
Fair Value
per Share

 

Unvested at December 31, 2023

 

 

593,140

 

 

$

25.36

 

Granted

 

 

396,272

 

 

 

38.68

 

Vested

 

 

(168,731

)

 

 

25.25

 

Forfeited

 

 

(37,386

)

 

 

27.38

 

Unvested at September 30, 2024

 

 

783,295

 

 

$

32.03

 

 

During the three months ended September 30, 2024 and 2023, the Company granted 152,288 and 129,570 restricted stock units, respectively. During the nine months ended September 30, 2024 and 2023, the Company granted 396,272 and 393,556 restricted stock units, respectively. As of September 30, 2024, the total unrecognized stock-based compensation expense for unvested restricted stock was $19.9 million with a weighted average recognition period of 2.3 years.

During the three months ended September 30, 2024 the Company recognized approximately $2.3 million of expense for restricted stock of which $1.5 million and $0.8 million was recorded in research and development and general and administrative expense, respectively. During the nine months ended September 30, 2024 the Company recognized approximately $5.6 million of expense for restricted stock of which $3.6 million and $2.0 million was recorded in research and development and general and administrative expense, respectively. During the three months ended September 30, 2023 the Company recognized approximately $1.1 million of expense for restricted stock of which $0.7 million and $0.4 million was recorded in research and development and general and administrative expense, respectively. During the nine months ended September 30, 2023 the Company recognized approximately $2.6 million of expense for restricted stock of which $1.7 million and $0.9 million was recorded in research and development and general and administrative expense, respectively.

Equity-Based Compensation Expense

Total equity-based compensation expense recorded as research and development and general and administrative expenses for employees, directors, and non-employees during the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands):

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development

 

$

7,604

 

 

$

5,795

 

 

$

20,944

 

 

$

16,227

 

General and administrative

 

 

7,300

 

 

 

5,860

 

 

 

20,269

 

 

 

15,993

 

Total equity-based compensation

 

$

14,904

 

 

$

11,655

 

 

$

41,213

 

 

$

32,220