v3.26.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

9. Stock-Based Compensation

The Company maintains four equity compensation plans; the 2020 Stock Plan, or the 2020 Plan, the 2022 Stock Option and Incentive Plan, or the 2022 Plan, the 2022 Employee Stock Purchase Plan, or the ESPP, and the 2024 Inducement Plan, or the Inducement Plan. As of the Company's IPO in May 2022, the Company's board of directors determined that no further awards would be made under the 2020 Plan. The number of shares of common stock that may be issued under the 2022 Plan is subject to increase by the number of shares under any outstanding stock options forfeited and not exercised under the 2020 Plan. Additionally, the number of shares reserved for issuance under the 2022 Plan automatically increases on the first day of each fiscal year in an amount equal to the lower of (1) 5% of the shares of common stock outstanding on such date and (2) an amount determined by the Company’s board of directors. The 2022 Plan allows the board of directors to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards, and dividend equivalent rights to the Company’s officers, employees, directors and other key persons. The number of shares reserved for issuance under the ESPP automatically increases on the first day of each fiscal year in an amount equal to the lower of (1) 1% of the shares of common stock outstanding on such date and (2) an amount determined by the Company’s board of directors. In August 2024, the Company's board of directors adopted the Inducement Plan. The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, dividend equivalent rights and other stock-based awards with respect to an aggregate of 1,000,000 shares of common stock (subject to adjustment as provided in the Inducement Plan). Awards under the Inducement Plan may only be granted to new employees who were not previously employed by the Company or its affiliates in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4).

As of March 31, 2026, 2,257,181 shares remained available for grant under the 2022 Plan, 1,210,579 shares remained available for issuance under the ESPP, and 637,184 shares remained available for issuance under the Inducement Plan.

Stock Option Repricing

On November 4, 2025, the Company’s board of directors approved an option repricing, or the Repricing, effective as of November 4, 2025, or the Effective Date. The Repricing was undertaken in accordance with, and as permitted by, the Company’s 2020 Plan, 2022 Plan, and Inducement Plan. Pursuant to the Repricing, all options granted pursuant to the 2020 Plan, 2022 Plan and Inducement Plan that are held by current employees, or Eligible Participants, were repriced, to the extent such options had an exercise price in excess of the 52-week high fair market value per share of the Company’s common stock on the Nasdaq Global Select Market determined as of November 4, 2025, or Eligible Options.

The new exercise price for the Eligible Options is $4.53. However, in order to exercise the repriced options at the reduced exercise price, Eligible Participants are required to remain in service with the Company through the Retention Period (as defined herein). The “Retention Period” begins on the Effective Date and ends on the earliest of the following: (i) March 31, 2027; (ii) with respect to Eligible Options granted under the 2020 Plan, the occurrence of a Sale of the Company (as defined therein), or (iii) with respect to Eligible Options granted under the 2022 Plan and the Inducement Plan, the occurrence of a Sale Event (as defined therein).

As of the date of approval of the Repricing, the total number of shares underlying all Eligible Options was 3,557,903 shares. The Eligible Options previously had exercise prices ranging from $8.89 to $17.91 per share. There were no changes to the number of shares, the vesting schedule or the expiration date of the Eligible Options.

The effect of the option repricing resulted in a total incremental non-cash stock-based compensation expense of $3.4 million, which was calculated using the Black-Scholes option-pricing model, which will be recognized ratably through the 17-month Retention Period.

During the three months ended March 31, 2026, the Company recognized incremental stock-based compensation expense of $0.6 million associated with the option repricing which is included in general and administrative and research and development expense in the consolidated statement of operations and comprehensive loss. There was no incremental stock-based compensation expense recognized for the three months ended March 31, 2025.

Stock Option Activity

Stock option activity for the three months ended March 31, 2026, was as follows:

 

 

 

Stock
Options

 

 

Weighted-Average
Exercise
Price

 

Outstanding as of December 31, 2025

 

 

5,970,707

 

 

$

4.88

 

Granted

 

 

2,405,501

 

 

 

6.18

 

Exercised

 

 

(2,848

)

 

 

2.71

 

Canceled/Forfeited

 

 

(219,475

)

 

 

9.51

 

Outstanding as of March 31, 2026

 

 

8,153,885

 

 

$

5.14

 

 

The weighted-average grant date fair value of options granted during the three months ended March 31, 2026 was $5.10 per share. As of March 31, 2026, total unrecognized compensation cost related to stock options, inclusive of the repricing, was $24.1 million. This amount is expected to be recognized over a weighted average period of approximately 2.97 years.

Restricted Stock Units

A restricted stock unit, or RSU, represents the right to receive one share of common stock upon vesting of the RSU. In February 2024, the Company granted employees a one-time RSU award that vested in full on the one-year anniversary of the grant date, provided that the employee remained employed with the Company through the date of vesting. Certain employees, including employees who are executive officers of the Company, received a one-time RSU award that vests upon the achievement of certain performance-based clinical development milestones, or PSUs, provided that the employee remains employed with the Company through the date of vesting. Such awards could not vest in less than one year, regardless of when the performance milestone was achieved. This milestone was achieved and all PSUs vested on February 24, 2025. During the three months ended March 31, 2025 the Company recognized $0.3 million in expense associated with the achievement of the performance milestone. No PSUs remain outstanding since March 31, 2025.

Beginning in 2025, the Company introduced RSU grants which generally vest over four years, provided the employee remains employed by the Company through the vesting dates. A summary of the Company’s RSU activity and related information for the year ended March 31, 2026 is as follows:

 

 

 

Service-based RSUs

 

 

Weighted-Average
Grant Date Fair Value

 

Outstanding as of December 31, 2025

 

 

288,533

 

 

$

3.08

 

Granted

 

 

931,878

 

 

 

6.19

 

Vested

 

 

(52,666

)

 

 

2.81

 

Forfeited

 

 

(17,275

)

 

 

2.81

 

Outstanding as of March 31, 2026

 

 

1,150,470

 

 

$

5.62

 

 

The weighted average grant date fair value of the service-based RSUs granted during the three months ended March 31, 2026 was $6.19. During the three months ended March 31, 2026, 52,666 RSUs vested with a total fair value of $0.3 million. As of March 31, 2026, there was $6.3 million of unrecognized compensation costs related to unvested service-based RSUs, which are expected to be recognized over a weighted-average period of 3.76 years.

Stock-Based Compensation Expense

Stock-based compensation expense associated with stock options, RSUs, PSUs, and the Company’s ESPP included in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss is as follows (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

2026

 

 

2025

 

Research and development

 

$

1,026

 

 

$

1,596

 

General and administrative

 

 

1,829

 

 

 

1,836

 

Total stock-based compensation expense

 

$

2,855

 

 

$

3,432