Quarterly report pursuant to Section 13 or 15(d)

Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation

v3.22.1
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation
3 Months Ended
Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation . Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation

2004 Equity Incentive Plan, 2018 Equity Incentive Plan and 2021 Equity Inducement Plan

In September 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”), which became effective on September 25, 2018. As a result, the Company will not grant any additional awards under the 2004 Equity Incentive Plan (“2004 Plan”). The terms of the 2004 Plan and applicable award agreements will continue to govern any outstanding awards thereunder. In addition to the shares of common stock reserved for future issuance under the 2004 Plan that were added to the 2018 Plan upon its effective date, the Company initially reserved 2,300,000 shares of common stock for issuance under the 2018 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on the first day of January for a period of up to ten years, commencing on January 1, 2019, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year (rounded to the nearest whole share), or a lesser number of shares determined by the Company’s board of directors. As a result, common stock reserved for issuance under the 2018 Plan was increased by 2,316,303 shares on January 1, 2022.

In August 2021, the Company adopted the 2021 Equity Inducement Plan (“2021 Plan”), which became effective on August 4, 2021. Upon its effective date, the Company initially reserved 750,000 shares of common stock for issuance pursuant to non-qualified stock options and restricted stock units (“RSUs”) under the 2021 Plan. In accordance with Rule 5635(c)(4) of the Nasdaq listing rules, equity awards under the 2021 Plan may only be made to an employee if he or she is granted such equity awards in connection with his or her commencement of employment with the Company and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. In addition, awards under the 2021 Plan may only be made to employees who have not previously been an employee or member of the Board (or any parent or subsidiary of the Company) or following a bona fide period of non-employment of the employee by the Company (or a parent or subsidiary of the Company). At all times the Company will reserve and keep available a sufficient number of shares as will be required to satisfy the requirements of all outstanding awards granted under the 2021 Plan.

As of March 31, 2022, the Company had a total of 1,336,511 shares available for grant under the 2018 Plan and the 2021 Plan.

The following table summarizes option activity under the Company’s 2004 Plan, 2018 Plan and 2021 Plan:

 

 

 

Shares

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contract Term
(Years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Stock options outstanding at December 31, 2021

 

 

6,512,086

 

 

$

13.86

 

 

 

7.39

 

 

$

14,955

 

Granted

 

 

862,000

 

 

$

8.17

 

 

 

 

 

 

 

Exercised

 

 

(32,497

)

 

$

5.55

 

 

 

 

 

 

 

Canceled and forfeited

 

 

(97,893

)

 

$

13.23

 

 

 

 

 

 

 

Stock options outstanding at March 31, 2022

 

 

7,243,696

 

 

$

13.23

 

 

 

7.52

 

 

$

1,098

 

Stock options exercisable at March 31, 2022

 

 

4,140,938

 

 

$

13.08

 

 

 

6.58

 

 

$

672

 

The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. For the three months ended March 31, 2022 and March 31, 2021, the aggregate intrinsic value of stock options exercised was $0.1 million and $1.9 million, respectively, determined at the date of the option exercise.

Employee Stock Options Valuation

For determining stock-based compensation expense, the fair-value-based measurement of each employee stock option was estimated as of the date of grant using the Black-Scholes option-pricing model with assumptions as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Expected term (in years)

 

6.0

 

 

5.8-6.1

 

Expected volatility

 

 

81.9

%

 

84.6%-84.9%

 

Risk-free interest rate

 

 

1.7

%

 

0.6%-1.0%

 

Expected dividend

 

 

 

 

 

 

Using the Black-Scholes option-valuation model, the weighted-average estimated grant-date fair value of employee stock options granted during the three months ended March 31, 2022 and 2021 was $5.72 and $15.13 per share, respectively.

Restricted Stock Units

During the three months ended March 31, 2022, the Company granted 1,812,500 shares of restricted common stock units (“RSUs”) to certain employees. These RSUs vest annually and will become fully vested over four years.

A summary of the status and activity of non-vested RSUs during the three months ended March 31, 2022 is as follows:

 

 

 

Number of
shares

 

 

Weighted
Average
Grant-Date
Fair Value

 

Non-vested December 31, 2021

 

 

2,403,826

 

 

$

18.43

 

Granted

 

 

1,812,500

 

 

$

8.19

 

Vested and released

 

 

(465,731

)

 

$

17.76

 

Canceled and forfeited

 

 

(74,650

)

 

$

14.28

 

Non-vested March 31, 2022

 

 

3,675,945

 

 

$

13.55

 

 

 

2018 Employee Stock Purchase Plan

In September 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“ESPP”), which became effective on September 26, 2018, in order to enable eligible employees to purchase shares of the Company’s common stock. The Company initially reserved 230,000 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will automatically increase on the first day of January for a period of up to ten years, commencing on January 1, 2019, in an amount equal to 1% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year (rounded to the nearest whole share), or a lesser number of shares determined by the Company’s board of directors. As a result, common stock reserved for issuance under the ESPP was increased by 463,260 shares on January 1, 2022. The aggregate number of shares issued over the term of the Company’s ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 2,300,000 shares of the Company’s common stock.

The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model. For the three months ended March 31, 2022 and 2021, the fair value of ESPP shares was estimated using the following assumptions:

 

 

Three Months Ended

 

 

March 31,

 

 

2022

 

 

2021

 

Expected term (in years)

0.5

 

 

0.5

 

Expected volatility

65.9%-66.3%

 

 

72.5%-111.4%

 

Risk-free interest rate

0.1%-0.9%

 

 

 

0.1

%

Expected dividend

 

 

 

 

 

 

As of March 31, 2022, 619,905 shares had been purchased and 990,346 shares were available for future issuance under the ESPP.

Stock-Based Compensation Expense

The Company believes that the fair value of the stock options, RSUs and ESPP shares is more reliably measurable than the fair value of services received.

Total stock-based compensation expense recognized was as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Research and development expense:

 

$

2,613

 

 

$

1,104

 

General and administrative expense:

 

 

4,361

 

 

 

2,848

 

Total

 

$

6,974

 

 

$

3,952

 

As of March 31, 2022, unrecognized stock-based compensation expense related to the unvested stock options and RSUs granted was $25.4 million and $47.4 million, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.6 years and 3.3 years, respectively. As of March 31, 2022, there was $0.4 million of unrecognized stock-based compensation expense related to the ESPP.

As of March 31, 2021, unrecognized stock-based compensation expense related to the unvested stock options and RSUs granted was $28.3 million and $33.9 million, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.9 years and 3.8 years, respectively. As of March 31, 2021, there is $0.3 million of unrecognized stock-based compensation expense related to the ESPP.