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Stock-Based Compensation
9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

Note 8. 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.

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 September 30, 2021, 2,427,743 shares of common stock remained available for issuance under 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 September 30, 2021, 306,000 shares of common stock remained available for issuance under the ESPP.

Stock Options

The Company’s measures stock options and other stock-based awards granted to directors, employees and non-employees based on their fair value on the date of the grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has only issued stock options and restricted share awards with service-based vesting conditions and records the expense for these awards using the straight-line method. Forfeitures are accounted for as they occur.

The Company granted its first restricted stock awards in the fourth quarter of 2020. The Company has determined the fair value of restricted stock awards granted based on the fair value of its common stock.

There were no stock options outstanding as of December 31, 2020. The Company issued its first stock options in the first quarter of 2021. The Company estimates the fair value of each stock option grant using the Black-Scholes option pricing model, which uses as inputs the following assumptions:

Expected term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to determine the expected term, which is based on the average of the time-to-vesting and the contractual life of the options.

Expected volatility—Because the Company has been privately held and does not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on the similar size, stage in life cycle or area of specialty. The Company will continue to take this approach until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-free interest rate—The risk-free interest rate is based on the yield of the U.S. Treasury notes as of the grant date with terms commensurate with the expected term of the awards.

Dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

Total stock-based compensation expense recorded in the condensed statements of operations and allocated as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Research and development

 

$

766

 

 

$

 

 

$

1,690

 

 

$

 

General and administrative

 

 

1,155

 

 

 

 

 

 

2,613

 

 

 

 

Total stock-based compensation expense

 

$

1,921

 

 

$

 

 

$

4,303

 

 

$

 

 

 

The following table summarizes stock option activity:

 

 

 

Outstanding Options

 

 

 

Shares

 

 

Weighted-

Average

Exercise

 

 

Weighted-

Average

Remaining

Contractual

Term

(Years)

 

Balance—December 31, 2020

 

 

 

 

$

 

 

 

 

Granted

 

 

3,113,099

 

 

$

9.79

 

 

 

 

 

Exercised

 

 

(43,850

)

 

$

5.14

 

 

 

 

 

Cancelled

 

 

(102,731

)

 

$

6.60

 

 

 

 

 

Balance—September 30, 2021

 

 

2,966,518

 

 

$

9.96

 

 

 

9.4

 

Exercisable

 

 

446,210

 

 

$

8.46

 

 

 

9.1

 

 

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

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Expected term in years

 

 

6.0

 

 

 

 

 

 

6.0

 

 

 

 

Expected volatility

 

 

91

%

 

 

 

 

 

91

%

 

 

 

Risk-free interest rate

 

 

0.9

%

 

 

 

 

 

0.9

%

 

 

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average fair value of share-based awards granted

 

$

10.33

 

 

$

 

 

$

7.26

 

 

$

 

 

 

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. As of September 30, 2021 and December 31, 2020, a total of 593,542 and 749,835 restricted common stock shares remained unvested subject to repurchase, respectively. There were no restricted shares issued during the nine months ended September 30, 2021.