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Stock-Based Compensation
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

9. Stock-Based Compensation

Total stock-based compensation expense recognized is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Research and development

 

$

4,267

 

 

$

4,600

 

 

$

13,572

 

 

$

13,909

 

General and administrative

 

 

6,465

 

 

 

7,896

 

 

 

20,313

 

 

 

22,338

 

Total

 

$

10,732

 

 

$

12,496

 

 

$

33,885

 

 

$

36,247

 

No income tax benefits for stock-based compensation expense have been recognized for the three and nine months ended September 30, 2022 and 2021 as a result of the Company’s full valuation allowance applied to net deferred tax assets and net operating loss carryforwards.

Equity Incentive Plans

In July 2018, the Board of Directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, performance units and performance shares. The number of shares of common stock that may be issued under the 2018 Plan will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019, equal to the least of (i) 5,000,000 shares, (ii) 5% of the outstanding shares of common stock as of the last day of the preceding fiscal year or (iii) such other amount as the

Board of Directors may determine. Stock options and RSUs granted under the 2018 Plan generally vest over four years and expire no more than 10 years from the date of grant.

Following the IPO and upon the effectiveness of the 2018 Plan, the Company’s 2012 Equity Incentive Plan, as amended, (the “2012 Plan”), terminated and no further awards will be granted thereunder. All outstanding awards under the 2012 Plan will continue to be governed by their existing terms. Any shares subject to awards granted under the 2012 Plan that, on or after the termination of the 2012 Plan, expire or terminate and shares previously issued pursuant to awards granted under the 2012 Plan that, on or after the termination of the 2012 Plan, are forfeited or repurchased by the Company will be transferred into the 2018 Plan. As of September 30, 2022, the maximum number of shares that may be added to the 2018 Plan pursuant to the preceding sentence is 2,757,163 shares.

Prior to its termination, the 2012 Plan provided for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants. Stock options granted under the 2012 Plan generally vest over four years and expire no more than 10 years from the date of grant.

Stock Options

The following weighted-average assumptions were used to calculate the fair value of stock options granted during the periods indicated:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Risk-free interest rate

 

 

3.11

%

 

 

0.89

%

 

 

2.81

%

 

 

0.89

%

Expected volatility

 

 

74.33

%

 

 

70.09

%

 

 

73.81

%

 

 

70.02

%

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

 

 

Expected term (in years)

 

 

5.94

 

 

 

6.08

 

 

 

5.81

 

 

 

5.97

 

The Company’s stock option activity during the nine months ended September 30, 2022 is summarized as follows (number of shares in thousands):

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

Options

 

 

Exercise

 

 

 

Outstanding

 

 

Price

 

Balance at December 31, 2021

 

 

5,530

 

 

$

21.51

 

Granted

 

 

1,356

 

 

$

3.85

 

Exercised

 

 

(405

)

 

$

1.63

 

Expired

 

 

(868

)

 

$

26.32

 

Forfeited

 

 

(248

)

 

$

64.43

 

Balance at September 30, 2022

 

 

5,365

 

 

$

15.79

 

Options exercisable

 

 

3,769

 

 

$

15.27

 

Options vested and expected to vest

 

 

5,323

 

 

$

15.79

 

During the three and nine months ended September 30, 2022 and 2021, the Company did not grant any stock options with performance-based or market-based vesting conditions.

As of September 30, 2022, total unrecognized stock-based compensation expense relating to unvested stock options was $14.9 million. This amount is expected to be recognized over a weighted-average period of 2.5 years.

Restricted Stock Units (“RSUs”)

RSU activity under the 2018 Plan during the nine months ended September 30, 2022 is summarized as follows (in thousands, except per share data):

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Balance at December 31, 2021

 

 

1,506

 

 

$

93.14

 

Granted

 

 

4,812

 

 

$

5.37

 

Vested

 

 

(180

)

 

$

101.60

 

Forfeited

 

 

(1,142

)

 

$

46.78

 

Balance at September 30, 2022

 

 

4,996

 

 

$

18.90

 

The weighted-average fair value of RSUs granted during the nine months ended September 30, 2022 and 2021 was $5.37 and $100.16, respectively.

As of September 30, 2022, total unrecognized stock-based compensation expense relating to unvested RSUs was $80.8 million and the weighted-average remaining vesting period was 2.7 years.

Performance-based Restricted Stock Units (“PSUs”)

PSU activity under the 2018 Plan during the nine months ended September 30, 2022 is summarized as follows (in thousands, except per share data):

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Balance at December 31, 2021

 

 

113

 

 

$

79.60

 

Granted

 

 

4,124

 

 

$

5.57

 

Forfeited

 

 

(678

)

 

$

14.87

 

Balance at September 30, 2022

 

 

3,559

 

 

$

6.16

 

As of September 30, 2022, total unrecognized stock-based compensation expense relating to unvested PSUs was $21.9 million.

Employee Stock Purchase Plan

In July 2018, the Company’s Board of Directors and stockholders approved the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). At inception, the 2018 ESPP had a maximum number of 500,000 shares of common stock available. The number of shares of common stock that may be issued under the 2018 ESPP shall automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019, equal to the least of (i) 1,000,000 shares, (ii) 1% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year and (iii) such other amount determined by the 2018 ESPP administrator. Under the 2018 ESPP, employees may purchase shares of the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the exercise date. The 2018 ESPP provides for consecutive, overlapping 24-month offering periods, each of which will include four 6-month purchase periods. The Company’s first offering period under the 2018 ESPP commenced on July 18, 2018. During three and nine months ended September 30, 2022, stock-based compensation expense related to the 2018 ESPP was $0.1 million and $0.6 million, respectively. During the three and nine months ended September 30, 2021, stock-based compensation expense related to the 2018 ESPP was $0.3 million and $0.8 million, respectively.