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Stock-Based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 6. Stock-Based Compensation

2020 Equity Incentive Plan

The Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”) on December 18, 2020. The 2020 Plan reserved 4,327,799 shares of common stock to grant stock-based compensation awards, including stock options and restricted stock awards, to employees and non-employees. As of April 9, 2021, the Company ceased granting awards under the 2020 Plan. However, 2020 Plan awards will remain subject to the terms of the 2020 Plan.

2021 Equity Incentive Plan

 

In April 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). Options granted under the 2021 Plan expire no later than 10 years from the date of grant. The exercise price of options granted under the 2021 Plan must at least be equal to the fair market value of the Company’s common stock on the date of grant. With respect to any participant who owns more than 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. Employee stock options generally vest 1/16th quarterly over four years subject to continued service to the Company.

Subject to adjustment in the case of certain capitalization events as provided in the 2021 Plan, the Company initially reserved 3,370,000 shares of the Company’s common stock for issuance pursuant to awards under the 2021 Plan. The 2021 Plan is administered by the Compensation Committee of the Company’s Board of Directors. The number of shares of the Company’s common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the lesser of (i) 5% of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (ii) such number of shares as determined by the Company’s Board of Directors. As of December 31, 2022, 1,446,872 shares of common stock remained available for issuance under the 2021 Plan. Effective January 1, 2023, the number of shares of common stock available under the 2021 Plan increased by 1,493,437 shares pursuant to the evergreen provision of the 2021 Plan.

2021 Employee Stock Purchase Plan

The Company adopted a 2021 Employee Stock Purchase Plan (ESPP) in April 2021. The ESPP enables eligible employees of the Company and designated affiliates to purchase shares of common stock at a discount of 15%. Subject to adjustment in the case of certain capitalization events, a total of 306,000 common shares of the Company were available for purchase at adoption of the ESPP. Pursuant to the ESPP, the annual share increase pursuant to the evergreen provision is determined based on the lesser of (i) 1% of the Company’s common stock outstanding at December 31 of the immediately preceding year, or (ii) such number of shares as determined by the Company’s Board of Directors. As of December 31, 2022, 402,747 shares of common stock remained available for issuance under the ESPP. Effective January 1, 2023, the number of shares of common stock available under the ESPP increased by 298,687 shares pursuant to the evergreen provision of the ESPP.

Stock-Based Compensation Expense

Total stock-based compensation expense related to the 2020 Plan, 2021 Plan, and ESPP was recorded in the statements of operations and allocated as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Research and development

 

$

4,678

 

 

$

2,637

 

 

$

89

 

General and administrative

 

 

5,658

 

 

 

3,597

 

 

 

233

 

Total stock-based compensation expense

 

$

10,336

 

 

$

6,234

 

 

$

322

 

 

As of December 31, 2022, there was $25.0 million of total unrecognized compensation cost related to stock options, restricted stock awards, and ESPP under the Plans. The unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of 2.5 years.

Stock Options

The following table summarizes stock option activity:

 

 

 

Number of
Options
Outstanding

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(Years)

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Balance as of December 31, 2021

 

 

4,254,504

 

 

$

9.89

 

 

 

9.4

 

 

$

1,868

 

Granted

 

 

1,602,909

 

 

 

6.86

 

 

 

 

 

 

 

Exercised

 

 

(81,067

)

 

 

6.37

 

 

 

 

 

 

 

Cancelled

 

 

(434,371

)

 

 

12.83

 

 

 

 

 

 

 

Balance as of December 31, 2022

 

 

5,341,975

 

 

$

8.79

 

 

 

8.6

 

 

$

6,875

 

Options exercisable as of December 31, 2022

 

 

1,747,167

 

 

$

8.88

 

 

 

8.3

 

 

$

2,368

 

 

The fair value of stock options was estimated using the following weighted-average assumptions:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Expected term in years

 

 

6.0

 

 

 

6.0

 

 

 

 

Expected volatility

 

 

93.1

%

 

 

91.0

%

 

 

 

Risk-free interest rate

 

 

3.1

%

 

 

1.1

%

 

 

 

Dividend yield

 

 

 

 

 

 

 

 

 

Weighted average fair value of options granted

 

$

5.25

 

 

$

7.28

 

 

$

 

The aggregate intrinsic value of options exercised for the years ended December 31, 2022, 2021, 2020 was $0.4 million, $0.5 million, and zero, respectively. Intrinsic values are calculated as the difference between the exercise price of the underlying options and the fair value of the common stock on the date of exercise.

 

Employee Stock Purchase Plan

 

The fair value of ESPP was estimated using the following weighted-average assumptions:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Expected term in years

 

 

1.3

 

 

 

1.3

 

 

 

 

Expected volatility

 

 

95.2

%

 

 

91.3

%

 

 

 

Risk-free interest rate

 

 

2.5

%

 

 

0.3

%

 

 

 

Dividend yield

 

 

 

 

 

 

 

 

 

Restricted Stock

 

The Company granted 824,429 restricted stock awards to employees and non-employees during the fourth quarter of 2020 that vest quarterly over four years. Restricted stock awards are share awards that entitle the holder to receive freely tradeable shares of the Company’s common stock. The underlying shares are outstanding as of the issuance date. Any unvested shares are subject to forfeiture in the case that the grantee’s service terminates prior to vesting of the restricted stock.

The following table summarizes the restricted stock activity:

 

 

 

Number of
Restricted
Stock Awards

 

 

Weighted-Average
Grant Date
Fair Value

 

Balance, December 31, 2021

 

 

493,914

 

 

$

4.02

 

Granted

 

 

 

 

 

 

Released

 

 

(186,727

)

 

 

4.02

 

Forfeited

 

 

(14,951

)

 

 

3.96

 

Balance, December 31, 2022

 

 

292,236

 

 

$

4.04