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Equity Incentive Plans
6 Months Ended
Jun. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Incentive Plans

10. Equity Incentive Plans

2020 Stock Option and Grant Plan

The Company grants share-based awards under the 2020 Stock Option and Grant Plan, as amended (the “2020 Plan”). The Company may grant under the 2020 Plan incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units and other share-based awards to the Company’s officers, employees, directors and consultants. Options under the 2020 Plan may be granted for periods of up to 10 years and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by the Board, provided, however, that the exercise price of an incentive stock option granted to a 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant and the option is not exercisable after the expiration of five years from the date of grant. Options generally vest monthly over four years with or without one year cliff vesting. Per the 2020

Plan, granted options maybe early exercised prior to vesting and the Company will issue shares of restricted stock upon the early exercise with vesting terms consistent with the original grant. Upon completion of the Company’s IPO, the remaining shares available for issuance under the 2020 Plan were retired.

2021 Stock Option and Grant Plan

In June 2021, the Company’ Board of Directors approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”) that became effective immediately prior to the date when the Company’s prospectus was declared effective by the SEC on June 24, 2021. The Company will initially reserve 5,636,000 shares of common stock for issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. The option exercise price of each option will be determined by our compensation committee but generally may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each option will be fixed by our compensation committee and may not exceed ten years from the date of grant. The grant date fair value of all awards made under our 2021 Plan and all other cash compensation paid by us to any non-employee director for services as a non-employee director in any calendar year may not exceed $1,000,000 for the first year of service and $750,000 for each year of service thereafter.

The table below presents a summary of activities and a reconciliation of shares of common stock remaining for grant under the 2020 Plan and 2021 Plan during the six months ended June 30, 2021 and the year ended December 31, 2020:

 

 

 

June 30,

2021

 

 

December

31, 2020

 

Shares authorized under 2020 and 2021 Plans

 

 

5,636,000

 

 

 

4,101,545

 

Options granted

 

 

(381,137

)

 

 

(1,204,341

)

Restricted stock awards granted

 

 

 

 

 

(832,983

)

Remaining shares available for grant

 

 

5,254,863

 

 

 

2,064,221

 

 

Restricted Stock Awards

In 2020, the Company issued 832,983 shares of common stock as restricted stock awards under the 2020 Plan. The purchase price of the restricted common stock awards was fair value as determined by the Board at the issuance date. The shares vest monthly over four years with the one-year cliff vesting from the grant date. Upon termination of employment, the Company has the right to repurchase any unvested restricted shares. The repurchase price for unvested shares of common stock will be the lower of (i) the fair market value on the date of repurchase or (ii) their original purchase price. There were no grants of restricted stock awards for the three and six months ended June 30, 2021 and there were 832,983 grants of restricted stock awards for the three and six months ended June 30, 2020.

The Company accounted for restricted stock awards as early exercised options and recognized a liability in other liabilities when cash was received for the purchase of shares of restricted stock awards. As shares of restricted stock awards vest, the Company reclassified the liability to common stock and additional paid in capital. At June 30, 2021 and December 31, 2020, the Company recorded a minimal liability for restricted stock awards included in other liabilities.         

No restricted stock award shares were cancelled, or repurchased as of June 30, 2021 and December 31, 2020. There were 241,842 and zero shares of restricted stock vested as of June 30, 2021 and December 31, 2020, respectively.

Employee Stock Purchase Plan

In June 2021, the Company’s board of directors and stockholders approved the 2021 Employee Stock Purchase Plan, or the 2021 ESPP, which became effective upon the IPO. The 2021 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and is administered by the Company’s board of directors and the Compensation Committee of the board of directors. Under the 2021 ESPP, 564,000 shares of the Company’s common stock have been initially reserved for employee purchases of the Company’s common stock. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock at the beginning of the offering period or at the end of each applicable purchase period. The first purchase period commenced upon the completion of the Company’s IPO will end on November 30, 2021.  The Company recorded $45,000 in accrued liabilities as of June 30, 2021.

 

 

 

Three Months

Ended

June 30,

 

 

Six Months

Ended

June 30,

 

 

 

2021

 

 

2021

 

Expected volatility

 

 

72.00

%

 

 

72.00

%

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

Expected term (in years)

 

0.44

 

 

0.44

 

Risk-free interest rate

 

 

1.00

%

 

 

1.00

%

 

Incentive Stock Options and Nonqualified Stock Options

Stock options issued under the 2020 Plan generally vest over a four-year period and expire ten years from the date of grant. Certain options provide for accelerated vesting if there is a change in control, as defined in the individual award agreements.

The Company used the Black-Scholes option pricing model to estimate stock-based compensation expense for stock option awards granted during the periods presented, with the following assumptions.  

 

 

 

Three Months

Ended

June 30,

 

 

Six Months

Ended

June 30,

 

 

 

2021

 

 

2021

 

Expected volatility

 

 

76

%

 

76% -77.74%

 

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

Expected term (in years)

 

5.95

 

 

5.48 - 6.04

 

Risk-free interest rate

 

 

1.00

%

 

0.56%-1.04%

 

 

A summary of option activity under the 2020 Plan and the 2021 Plan during the six months ended June 30, 2021 is as follows:

 

 

 

Number of

Options

 

 

Weighted-

Average

Exercise

Price Per

Share

 

 

Weighted-

Average

Remaining

Contractual

Term (in

years)

 

 

Aggregate

Intrinsic

Value (in

thousands)

 

Outstanding as of December 31, 2020

 

 

306,739

 

 

0.29

 

 

 

9.9

 

 

$

1,365

 

Options granted - 2020 Plan

 

 

4,986,847

 

 

$

5.39

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(922,208

)

 

$

0.31

 

 

 

 

 

 

 

 

 

Options granted - 2021 Plan

 

 

381,137

 

 

$

17.00

 

 

 

 

 

 

 

 

 

Outstanding as of June 30, 2021

 

 

4,752,515

 

 

$

6.95

 

 

 

9.8

 

 

$

112,995

 

Exercisable

 

 

126,434

 

 

$

5.69

 

 

 

9.7

 

 

$

3,166

 

Vested and expected to vest at June 30, 2021

 

 

4,752,515

 

 

$

6.95

 

 

 

9.8

 

 

$

112,995

 

 

 

Aggregate intrinsic value represents the difference between the fair value of the underlying common stock and the exercise price as of June 30, 2021. The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2021 was $6.17 and $5.44 per share, respectively. The intrinsic value of the stock options exercised during the three and six months ended June 30, 2021 was $6,000 and $4.6 million, respectively.

 

The total fair value of stock options vested during the three and six months ended June 30, 2021 was $0.1 million and $1.3 million, respectively.

There was no activity for options during the three and six months ended June 30, 2020.

Early Exercise of Stock Options

The terms of the 2020 Plan permit the exercise of options granted prior to vesting, subject to required approvals. The unvested shares are subject to the repurchase right upon termination of employment at the original purchase price. The repurchase right lapses in 180 days after the termination of the employee’s employment. Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules. Cash received for early exercised stock options is recorded as other liabilities on the balance sheet and is reclassified to common stock and additional paid-in capital as such shares vest.

At June 30, 2021 and December 31, 2020, 1,614,832 shares and 865,129 shares, respectively, remained subject to the right of repurchase as a result of the early exercised stock options. The remaining liability related to early exercised shares as of June 30, 2021 and December 31, 2020 was $0.5 million and $0.3 million, respectively, and was recorded within accrued expenses and other liabilities on the Company’s condensed balance sheets.

Stock-Based Compensation Expense

The following table presents the components of stock-based compensation expense for the Company’s stock-based awards for the periods presented (in thousands):

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Restricted stock awards and founders’ common stock

   awards

 

$

1

 

 

$

1

 

 

$

1

 

 

$

1

 

ESPP

 

 

6

 

 

 

 

 

 

 

6

 

 

 

 

 

Stock options

 

 

2,011

 

 

 

 

 

 

 

3,044

 

 

 

 

 

Total stock-based compensation expense

 

$

2,018

 

 

$

1

 

 

$

3,051

 

 

$

1

 

 

The above stock-based compensation expense also includes the expenses of $0.2 million and $0.3 million related to stock options issued to the non-employees for the three months ended and six months ended June 30, 2021, respectively.

The following table presents the classification of stock-based compensation expense for the Company’s stock-based awards for the periods presented (in thousands):

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Research and development expenses

 

$

614

 

 

$

 

 

$

811

 

 

$

 

General and administrative expenses

 

 

1,404

 

 

1

 

 

 

2,240

 

 

$

1

 

Total stock-based compensation expense

 

$

2,018

 

 

$

1

 

 

$

3,051

 

 

$

1

 

 

 

As of June 30, 2021, and December 31, 2020 there was $29.0 million and $2.9 million of unrecognized stock-based compensation expense related to the employee and non-employee awards, which is expected to be recognized over a weighted-average period of 3.6 years and 3.7 years, respectively.