STOCK-BASED COMPENSATION | 8. STOCK-BASED COMPENSATION 2018 Equity Incentive Plan The Company’s 2018 Stock Incentive Plan (the “2018 Plan”) provided for the Company to grant qualified incentive options, nonqualified options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. Upon the effectiveness of the 2021 Plan (as defined below), the Company ceased issuing new awards under the 2018 Plan. 2021 Equity Incentive Plan The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the board of directors on January 27, 2021 and the Company’s stockholders on January 28, 2021, and became effective on the execution of the underwriting agreement related to the Company's initial public offering. The 2021 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary corporations, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. The number of shares initially reserved for issuance under the 2021 Plan was 5,000,000 , which began automatically increasing on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 4.0 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the board of directors. In December 2022, the Company's board of directors determined that the automatic increase of available shares for calendar year 2023 would be reduced from 4.0 % to 1.0 % of the Company's capital stock. As a result, on January 1, 2023 the number of shares available for issuance pursuant to the 2021 Plan increased to 2,900,096 shares. As of September 30, 2023, 2,537,629 shares remained available for issuance pursuant to the 2021 Plan. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the Company’s board of directors on January 27, 2021 and became effective on the execution of the underwriting agreement related to the initial public offering. A total of 333,333 shares of common stock were initially reserved for issuance under the 2021 ESPP, which will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 through January 1, 2031, by an amount equal to 1.0 % of the total shares of common stock outstanding on December 31st of the preceding calendar year. The purchase price of the shares under the 2021 ESPP are at 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase date. As of September 30, 2023, the Company had issued 119,011 shares under the 2021 ESPP. As of September 30, 2023, 828,053 shares were available to be issued under the 2021 ESPP. During the nine months ended September 30, 2023 , the Company issued 25,964 shares of common stock related to the ESPP offering that ended on May 15, 2023. The Company recognized $ 6 thousand of share-based compensation expense related to the ESPP for the nine months ended September 30, 2023. Stock Options During 2023, the Company has granted options to purchase shares of common stock to employees and non-employee directors pursuant to the 2021 Plan at a weighted average fair value of $ 1.05 per share. The Company uses the Black-Scholes option-pricing model to estimate the fair value of the stock options on the applicable grant dates. The following is a summary of the stock option award activity during the nine months ended September 30, 2023: Number Weighted- Weighted- Aggregate Outstanding at December 31, 2022 3,333,434 $ 8.80 8.09 $ 1 Granted 658,371 $ 1.36 Forfeited ( 397,289 ) $ 5.61 Expired ( 213,755 ) $ 8.73 Outstanding at September 30, 2023 3,380,761 $ 7.73 7.44 0 Options expected to vest as of September 30, 2023 1,305,528 $ 3.48 8.58 0 Exercisable at September 30, 2023 2,075,233 $ 10.40 6.72 0 The aggregate intrinsic value of the outstanding stock option awards is calculated as the difference between the exercise price and the market price of the Company’s common stock at September 30, 2023. There were no stock options exercised in the nine months ended September 30, 2023. The grant date fair value of options vested during the nine months ended September 30, 2023 and 2022 was $ 3.5 million and $ 6.9 million, respectively. At September 30, 2023, there was $ 5.1 million of unrecognized stock-based compensation expense associated with the stock options, which is expected to be recognized over a weighted-average period of 1.63 years. Restricted Stock Units The Company has granted restricted stock units with service-based vesting conditions. The following is a summary of the restricted stock unit activity during the nine months ended September 30, 2023: Restricted Stock Units Weighted- Unvested at December 31, 2022 215,854 $ 3.69 Granted 361,097 $ 1.45 Vested ( 298,286 ) $ 2.00 Forfeited ( 45,957 ) $ 2.92 Unvested at September 30, 2023 232,708 $ 3.17 Pursuant to the 2021 Plan, the Company granted restricted stock units which vest annually over a period of one , two , three or four years . At September 30, 2023, there was approximately $ 0.5 million of unrecognized stock-based compensation expense associated with the restricted stock units which is expected to be recognized over a weighted-average period of 2.46 years. Common Stock Warrants The following is a summary of the employee-issued common stock warrant activity during the nine months ended September 30, 2023: Number Weighted- Weighted- Aggregate Outstanding and exercisable at December 31, 2022 57,004 $ 6.94 1.91 $ — Expired ( 312 ) 144 — — Outstanding and exercisable at September 30, 2023 56,692 $ 6.19 1.41 $ — As of September 30, 2023 there was no unrecognized stock-based compensation expense associated with the common stock warrants. For the nine months ended September 30, 2023 , the Company utilized the Black-Scholes option-pricing model for estimating the fair value of the stock options granted. The following table presents the assumptions and the Company’s methodology for developing each of the assumptions used: Nine Months Ended September 30, 2023 2022 Volatility 93 %- 97 % 94 %- 97 % Expected term (years) 5.5 - 7.0 5.5 - 7.0 Risk-free interest rate 3.6 %– 4.6 % 1.7 %- 4.0 % Dividend rate —% —% • Volatility—The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of comparable public companies over the expected term. • Expected life—The expected life is estimated as the contractual term. • Risk-free interest rate—The risk-free rate for periods within the estimated life of the stock award is based on the U.S. Treasury yield curve in effect at the time of grant. • Dividend rate—The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. Stock-based compensation expense was recorded in the following line items in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 234 $ 505 $ 786 $ 1,540 General and administrative 814 974 2,570 2,850 Total stock-based compensation expense $ 1,048 $ 1,479 $ 3,356 $ 4,390 |