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

6. Share-Based Compensation

 

The Company maintains two equity compensation plans, the 2017 Stock Incentive Plan (as amended, the “2017 Plan”) and the 2019 Inducement Equity Incentive Plan (the “2019 Inducement Plan”), which provide for the grant of stock-based awards to its directors, officers and employees. The equity plans provide for the grant of non-qualified and incentive stock options, as well as restricted stock units (“RSUs”), restricted stock and other stock-based awards.

 

In September 2022, the Company's shareholders approved an amendment to the 2017 Plan to increase the number of shares of the Company’s common stock authorized for issuance under the 2017 Plan by 2,000,000 shares.

 

In August 2021, the Company's shareholders approved amendments to the 2017 Plan. The amendments provide for the following: (i) increases the number of shares of the Company’s common stock authorized for issuance under the 2017 Plan by 3,170,254 shares, (ii) removes the “evergreen” provision historically included in the 2017 Plan, and (iii) makes certain other amendments.

 

Stock Options

 

The weighted-average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $7.94 and $13.57 per option for those options granted during the nine months ended September 30, 2022 and 2021 respectively.

 

The following table summarizes stock option activity under all equity plans (excluding RSUs) during the nine months ended September 30, 2022:

 

 

 

Number of
Shares

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Outstanding as of December 31, 2021

 

 

4,890,716

 

 

$

11.75

 

 

 

7.62

 

 

$

24,263

 

Granted

 

 

956,604

 

 

 

11.12

 

 

 

 

 

 

 

Exercised

 

 

(56,120

)

 

 

7.48

 

 

 

 

 

 

 

Forfeited or cancelled

 

 

(1,775,539

)

 

 

13.23

 

 

 

 

 

 

 

Outstanding as of September 30, 2022

 

 

4,015,661

 

 

$

11.00

 

 

 

5.48

 

 

$

2

 

Outstanding as of September 30, 2022 - vested and
   expected to vest

 

 

4,015,661

 

 

$

11.00

 

 

 

5.48

 

 

$

2

 

Exercisable at September 30, 2022

 

 

2,606,480

 

 

$

9.65

 

 

 

4.73

 

 

$

 

 

 

As of September 30, 2022, a total of 10,720,127 shares have been authorized and reserved for issuance under all equity plans and 4,806,802 shares were available for future issuance under such plans.

 

Restricted Stock Units

 

The Company granted 1,115,357 RSUs to employees during the nine months ended September 30, 2022.

 

The following table summarizes RSU activity under all equity plans during the nine months ended September 30, 2022:

 

 

 

Number of
RSU Shares

 

 

Weighted Average Grant Date Fair Value

 

Outstanding as of December 31, 2021

 

 

513,690

 

 

 

17.08

 

Granted

 

 

1,115,357

 

 

 

7.01

 

Vested and released

 

 

(75,287

)

 

 

17.07

 

Forfeited or cancelled

 

 

(408,000

)

 

 

14.16

 

Outstanding as of September 30, 2022

 

 

1,145,760

 

 

 

8.32

 

 

As of September 30, 2022, there was approximately $8.6 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of approximately 2.92 years.

 

The fair value of the RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. Each RSU represents the right to receive one share of the Company’s common stock, $0.001 par value per share, upon vesting. The RSUs vest in four equal annual installments, subject to the individual’s continued service to the Company through the applicable vesting date, and are subject to the terms and conditions of the Company’s form of RSU agreement under the 2017 Plan.

 

Performance-Based Awards

 

In July 2022, as part of the retention awards referenced in Footnote 11, the Company granted a number of shares of common stock containing performance-based vesting criteria ("performance-based awards") to be issued on May 31, 2023, with a value of $1.7 million based on the common stock price at such time, subject to the discretion of the Company's Board or Human Capital Management Committee to pay in cash or a combination of cash and stock. Performance-based awards will be recorded as a liability on the Company's condensed consolidated balance sheet and accrued over time as achievement of performance metrics become probable. The performance-based awards are eligible for vesting based on the achievement of certain performance criteria by May 31, 2023 relating to pipeline execution, business development, and financial stewardship. Performance-based awards for which the performance criteria have not been achieved as specified by May 31, 2023 will lapse and be forfeited. The performance-based awards

will be subject to acceleration of vesting in the event of termination of employment without cause by the Company or by the executive for good reason (each as defined in the executive’s employment agreement).

 

In September 2022, the Company approved an award of 140,000 performance-based stock units as part of an executive inducement grant ("Inducement PSUs"). The Inducement PSUs are eligible for vesting based on the same performance criteria, above. To the extent these performance criteria are met by May 31, 2023, 50% of the Inducement PSUs will vest on September 12, 2023 and 50% will vest on September 12, 2024.

 

The Company recognized $0.5 million of compensation expense associated with performance-based awards and an insignificant amount of expense associated with the Inducement PSUs during the nine months ended September 30, 2022, as the performance conditions were considered probable of achievement.

 

Share-Based Compensation Expense

 

The Company recorded share-based compensation expense related to incentive stock options, nonqualified stock options, stock grants, and stock-based awards in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

$

730

 

 

$

1,059

 

 

$

2,595

 

 

$

2,794

 

General and administrative expenses

 

 

1,376

 

 

 

1,271

 

 

 

4,031

 

 

 

3,708

 

Total

 

$

2,106

 

 

$

2,330

 

 

$

6,626

 

 

$

6,502