Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Payments

v3.24.2
Stock-Based Payments
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Payments

11. Stock-Based Payments

2016 Employee Stock Purchase Plan

The 2016 Employee Stock Purchase Plan (the “2016 ESPP”) was adopted by the board of directors on December 15, 2015, approved by the stockholders on June 17, 2016, and became effective on July 6, 2016 upon the closing of the IPO. The number of shares of the Company’s common stock reserved for issuance under the 2016 ESPP automatically increases on the first day of each calendar year through the 2025 calendar year, in an amount equal to the least of (i) 117,333 shares of the Company’s common stock, (ii) 1.0% of the total number of shares of the Company’s common stock outstanding on the first day of the applicable year, and (iii) an amount determined by the Company’s board of directors. For the calendar year beginning January 1, 2024, the number of shares reserved for issuance under the 2016 ESPP was increased by 117,333 shares. As of June 30, 2024, 349,590 shares remained available for future issuance under the 2016 ESPP.

2022 Inducement Stock Incentive Plan

On January 25, 2022, the Company’s board of directors adopted the 2022 Inducement Stock Incentive Plan (the “2022 Plan”), pursuant to which the Company may grant non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. Awards under the 2022 Plan may only be granted to persons who (i) were not previously an employee or director of the Company or (ii) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). In January 2023, the Company's board of directors amended the 2022 Plan to increase the aggregate number of shares that can be granted by 750,000 shares of common stock. As of June 30, 2024, 702,555 shares remained available for future issuance under the 2022 Plan.

2022 Equity Incentive Plan

The 2022 Equity Incentive Plan (the “2022 EIP”) was adopted by the board of directors on July 14, 2022, approved by the stockholders and became effective on September 15, 2022. The 2022 EIP replaced the 2016 Stock Incentive Plan (the “2016 Plan”). Any options or awards outstanding under the 2016 Plan remained outstanding and effective. Under the 2022 EIP, the Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. Under the 2022 EIP, stock options may not be granted at less than fair value on the date of grant. On June 5, 2024, the Company's stockholders approved an amendment to the 2022 EIP to increase the number of shares of the Company's common stock available for issuance thereunder by 1,750,000 shares. As of June 30, 2024, 1,297,396 shares remained available for future issuance under the 2022 EIP.

Stock Options

Terms of stock option agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the applicable plan. Stock option awards granted by the Company generally vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and 75% vesting ratably, on a monthly basis, over the remaining three years. Such awards have a contractual term of ten years from the grant date.

A summary of the status of stock options as of December 31, 2023 and June 30, 2024 and changes during the six months ended June 30, 2024 is presented below:

 

 

 

 

 

 

 

 

 

 

 

Aggregate

 

 

 

 

 

 

Weighted

 

 

Remaining

 

 

Intrinsic

 

 

 

 

 

 

Average

 

 

Contractual

 

 

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Life (in years)

 

 

(in thousands)

 

Outstanding at December 31, 2023

 

 

1,548,642

 

 

$

34.80

 

 

 

4.5

 

 

 

 

Granted

 

 

54,000

 

 

 

5.30

 

 

 

 

 

 

 

Cancelled

 

 

(69,583

)

 

 

81.76

 

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,533,059

 

 

 

29.50

 

 

 

4.5

 

 

$

71

 

Exercisable at June 30, 2024

 

 

1,202,904

 

 

 

33.16

 

 

 

3.5

 

 

 

71

 

There were no stock options exercised during the six months ended June 30, 2024.

As of June 30, 2024, there was $2.5 million of total unrecognized compensation cost related to unvested stock options granted to employees, which is expected to be recognized over a weighted-average period of less than 1.0 year.

Restricted Stock Units and Restricted Stock Awards

From time to time, upon approval by the Company’s board of directors, certain employees have been granted restricted stock units with time-based vesting criteria. The majority of these restricted stock units vest annually over a three-year or four-year term. In addition, pursuant to the Company’s director compensation policy, members of the Company’s board of directors have been granted, at their election, either restricted stock units or restricted stock awards, which awards vest annually over a three-year term with 33.33% vesting on each anniversary of the grant date. The fair value of restricted stock units and restricted stock awards are calculated based on the closing sale price of the Company’s common stock on the date of grant.

The Company has granted performance-based restricted stock units for which vesting occurs upon the achievement of certain clinical development milestones. Stock-based compensation expense associated with these performance-based restricted stock units is recognized when the achievement of the vesting conditions becomes probable. The Company did not recognize any stock-based compensation expense relating to the achievement of performance-based milestones during the three and six months ended June 30, 2024 and 2023.

A summary of the status of restricted stock units and restricted stock awards as of December 31, 2023 and June 30, 2024 and changes during the six months ended June 30, 2024 is presented below:

 

 

Shares

 

 

 

 

 

 

Subject to

 

 

 

 

 

 

Restricted Stock

 

 

 

 

 

 

Units and

 

 

Weighted

 

 

 

Restricted Stock

 

 

Average Grant

 

 

 

Awards

 

 

Date Fair Value

 

Outstanding at December 31, 2023

 

 

1,778,614

 

 

$

6.29

 

Granted

 

 

1,709,878

 

 

 

6.48

 

Vested

 

 

(346,835

)

 

 

8.06

 

Forfeited

 

 

(9,429

)

 

 

6.41

 

Outstanding at June 30, 2024

 

 

3,132,228

 

 

$

6.22

 

As of June 30, 2024, there was $16.6 million of unrecognized stock-based compensation expense related to outstanding restricted stock units and restricted stock awards, with an expected recognition period of 1.1 years.

Stock-based Compensation Expense

The following table summarizes the stock-based compensation expense for stock options, restricted stock units and restricted common stock granted to employees and non-employees and from the 2016 ESPP recorded in the Company’s condensed consolidated statements of operations:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development

 

$

737

 

 

$

1,384

 

 

$

1,708

 

 

$

2,650

 

General and administrative

 

 

1,066

 

 

 

1,430

 

 

 

2,198

 

 

 

2,809

 

Total stock-based compensation expense

 

$

1,803

 

 

$

2,814

 

 

$

3,906

 

 

$

5,459