Stock-based compensation | 7. Stock-Based Compensation The 2023 Stock Option and Incentive Plan (2023 Plan) was adopted by the board of directors, approved by the Company’s stockholders on July 4, 2023, and became effective on July 13, 2023, replacing the 2017 Equity Incentive Plan. The number of shares initially reserved for issuance under the 2023 Plan was 2,585,968, which automatically increased by 855,016 shares on January 1, 2024 and will increase each January 1 thereafter, by (i) 4% of the outstanding number of shares of the Company’s Series A common stock on the immediately preceding December 31 or (ii) a lesser number of shares as determined by the compensation committee of the board of directors. As of September 30, 2024, the aggregate maximum number of shares reserved for issuance under the 2023 Plan was 3,440,984, of which 1,729,910 shares were available for future grant. Option grants issued under the 2023 Plan are exercisable for up to 10 years from the date of issuance. In March 2024, the Company established a pool of 1,000,000 shares of Series A common stock (Inducement Pool) from which grants of stock-based compensation awards may be issued as inducement for new employees to accept employment offers from the Company or individuals returning to employment after a bona fide period of non-employment with the Company. Inducement Pool grants are granted outside of the 2023 Plan and do not require approval from the Company’s stockholders pursuant to the Nasdaq inducement grant exception in accordance with Nasdaq Listing Rule 5635(c)(4). As of September 30, 2024, 364,672 shares were available for future grants from the Inducement Pool. Total stock-based compensation recorded in the condensed statements of operations and comprehensive loss related to stock options and restricted stock units for employees and non-employees was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Stock options $ 1,316 $ 1,855 $ 2,903 $ 3,679 Restricted stock units 230 — 851 — Total stock-based compensation expense $ 1,546 $ 1,855 $ 3,754 $ 3,679 Included in: General and administrative expense $ 1,311 $ 1,649 $ 3,005 $ 3,103 Research and development expense 235 206 749 576 Total stock-based compensation expense $ 1,546 $ 1,855 $ 3,754 $ 3,679 Stock options The Company grants stock options which consist of (i) time-based options, which vest and become exercisable, subject to the participant’s continued employment or service through the applicable vesting date and (ii) performance-based options, which vest based on performance measures against predetermined objectives that include successful completion of qualified equity offerings or announced topline results for clinical trials and positive clinical results over a specified performance period. The Company’s time-based options have various vesting schedules that range from vesting immediately to vesting over a four-year period. The following table summarizes stock option activity for the nine months ended September 30, 2024 (in thousands, except share and per share data): Weighted- Number of Average Shares Weighted- Remaining Underlying Average Contractual Aggregate Outstanding Exercise Term Intrinsic Options Price (in Years) Value Outstanding, January 1, 2024 3,753,507 $ 7.99 7.1 $ 8 Options granted 1,375,296 4.43 Options exercised (17,995) 6.36 Options forfeited/expired (788,441) 8.50 Outstanding, September 30, 2024 (1) 4,322,367 $ 6.77 7.5 $ — Vested and exercisable as of September 30, 2024 2,314,801 $ 7.26 6.3 $ — ____________ (1) Includes 492,729 performance-based options with a weighted-average exercise price of $6.42 , of which 490,372 were fully vested and exercisable. During the nine months ended September 30, 2024 and 2023, the weighted average grant-date fair value per share of stock options granted was $3.42 and $10.28 , respectively. The total intrinsic value of stock options exercised during the nine months ended September 30, 2024 and 2023, was $0.1 million and $0.1 million, respectively. Additionally, during the nine months ended September 30, 2024 and 2023, cash received from the exercise of stock options was $0.1 million and approximately $6,000 , respectively. As of September 30, 2024, there was $9.5 million of unrecognized compensation expense, which is expected to be recognized over a remaining weighted-average period of 2.4 years. Restricted stock units The Company’s restricted stock units generally vest over a four-year period in equal amounts on an annual basis, provided the employee remains continuously employed with the Company. The fair value of the restricted stock units is equal to the closing price of the Company’s Series A common stock on the grant date. The following table summarizes restricted stock unit activity: Weighted-Average Restricted Grant Date Stock Units Fair Value Outstanding, January 1, 2024 1,132,410 $ 2.96 Granted 49,330 5.23 Vested/released (281,458) 2.96 Forfeited/expired (55,900) 4.96 Outstanding, September 30, 2024 844,382 $ 2.96 As of the total unrecognized compensation expense related to unvested restricted stock units was $2.3 million, which is expected to be Valuation assumptions The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Nine Months Ended September 30, 2024 2023 Expected volatility 91 - 96 % 89 - 91 % Risk-free interest rate 3.9 - 4.5 % 3.6 % Dividend yield — — Expected term (in years) 5.3 - 6.1 5.0 - 7.0 The expected term of the stock options represents the average of the contractual term of the options and the weighted-average expected vesting period. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility rate was based on the historical volatilities of comparable companies in the Company’s industry. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. Employee stock purchase plan The 2023 Employee Stock Purchase Plan (the ESPP) was adopted by the board of directors in July 2023 with an initial total of 215,497 shares of Series A common stock reserved for issuance. Under the ESPP plan, the amount of shares reserved will automatically increase each January 1 through January 1, 2033, by the least of (i) 215,497 shares of Series A common stock, (ii) 1% of the outstanding number of shares of the Company’s Series A common stock on the immediately preceding December 31 or (iii) such lesser number of shares of Series A common stock as determined by the administrator of the ESPP. On January 1, 2024, in accordance with the ESPP, the authorized shares were increased by 213,754 shares for a total of 429,251 shares of Series A common stock available under the ESPP. No shares of Series A common stock have been issued under the ESPP to date. |