12. Stock-Based Compensation

Equity Incentive Plans

2019 Equity Incentive Plan

In July 2019, Former Enliven adopted the 2019 Equity Incentive Plan (the “2019 Plan”) pursuant to which its board of directors may grant non-statutory stock options, stock appreciation rights, restricted stock, and restricted stock units to employees and non-employees and incentive stock options only to employees. The 2019 Plan was terminated as of the close of the Merger, and no shares remain available for future issuance under the 2019 Plan. Any options outstanding under the 2019 Plan remained outstanding and effective.

 

2020 Equity Incentive Plan

On October 1, 2019, the Company’s board of directors adopted, and on February 26, 2020, the Company’s stockholders approved, the 2020 Equity Incentive Plan, which became effective on March 11, 2020 (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards.

 

On November 8, 2022, the Company’s board of directors adopted, and on February 22, 2023, the Company’s stockholders approved, the amendment and restatement of the 2020 Plan. Following the Reverse Stock Split effected on February 23, 2023, the number of shares reserved for issuance under the 2020 Plan is equal to 4,275,000 shares of the Company’s common stock. The number of shares reserved shall be annually increased on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2024 and continuing until, and including, the fiscal year commencing January 1, 2032, equal to the least of (i) 4.5% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2020 Plan will be added back to the shares of common stock available for issuance under the 2020 Plan. On June 18, 2024, the Company’s stockholders approved the amendment and restatement of the 2020 Plan, which increased the number of shares authorized for issuance thereunder by 2,900,000 shares. As of December 31, 2024, 3,970,431 shares of the Company’s common stock remained available for issuance under the 2020 Plan.

 

Awards granted under the Company’s equity plans expire no later than 10 years from the date of grant. Options and restricted stock granted to employees typically vest over a four-year period but may have been granted with different vesting terms.

 

2020 Employee Stock Purchase Plan

On October 1, 2019, the Company’s board of directors adopted, and on February 26, 2020, the Company’s stockholders approved, the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on March 11, 2020. The ESPP permits eligible employees who elect to participate, in six-month offering periods, to purchase shares of common stock through payroll deductions at a price equal to 85% of the fair market value of the common stock on the first or last business day of each applicable six-month offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 13 and December 13 each year.

 

On November 8, 2022, the Company’s board of directors adopted, and on February 22, 2023, the Company’s stockholders approved, an amendment to the ESPP to increase its share reserve. Following the Reverse Stock Split effected on February 23, 2023, the number of shares reserved for issuance under the ESPP is equal to 407,133 shares of the Company’s common stock. The number of shares reserved shall be annually increased on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2024 and continuing until, and including, the fiscal year commencing January 1, 2043, equal to the least of (i) 407,133 shares of the Company’s common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (iii) an amount determined by the Company’s board of directors. As of December 31, 2024, 760,168 shares of the Company’s common stock remained available for issuance under the ESPP.

 

The Company issued 49,722 and 0 shares of its common stock under the ESPP during the years ended December 31, 2024 and 2023, respectively. The Company had an outstanding liability of $61,000 and $53,000 at December 31, 2024 and 2023, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets, for employee contributions to the ESPP for shares pending issuance at the end of the offering period. As of December 31, 2024, total stock-based compensation cost

not yet recognized related to stock purchase rights under the ESPP was $0.2 million, which is expected to be recognized over a weighted-average period of 0.5 years.

 

Stock options

Effective August 9, 2022, Former Enliven’s board of directors repriced certain previously granted and still outstanding vested and unvested stock option awards under the 2019 Plan. As a result, the exercise price for these awards was lowered to $2.48 per share, which was the fair value of Former Enliven’s common stock on August 9, 2022. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 2,209,826 vested and unvested stock options outstanding as of August 9, 2022, with original exercise prices ranging from $4.68 to $7.56, were repriced. The repricing on August 9, 2022 resulted in incremental stock-based compensation expense of $1.0 million, of which $0.3 million related to vested stock option awards and was expensed on the repricing date, and $0.7 million related to unvested stock option awards is being amortized on a straight-line basis over the remaining weighted-average vesting period of those awards of 2.9 years.

 

The following table summarizes stock option activity:

 

 

Stock Options
Outstanding

 

 

Weighted-Average
Exercise Price

 

 

Weighted-Average
Contractual Term
(in years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding - January 1, 2024

 

5,817,339

 

 

$

11.90

 

 

 

7.9

 

 

$

35,692

 

      Options granted

 

2,456,876

 

 

 

16.11

 

 

 

 

 

 

 

      Options exercised and vested

 

(753,026

)

 

 

5.18

 

 

 

 

 

 

 

      Options cancelled and forfeited

 

(115,392

)

 

 

39.96

 

 

 

 

 

 

 

Outstanding - December 31, 2024

 

7,405,797

 

 

 

13.55

 

 

 

7.9

 

 

 

69,193

 

Exercisable - December 31, 2024

 

3,424,751

 

 

 

9.67

 

 

 

6.8

 

 

 

45,693

 

Vested and expected to vest - December 31, 2024

 

7,405,797

 

 

 

13.55

 

 

 

7.9

 

 

 

69,193

 

 

The aggregate intrinsic values presented in the table above were calculated as the difference between the fair value of the Company’s common stock and the exercise price of outstanding stock options that had strike prices below the fair value of the Company’s common stock. The total intrinsic values of exercised and vested stock options during the years ended December 31, 2024 and 2023 were $13.0 million and $4.5 million, respectively, and were calculated on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date.

 

The weighted-average grant date fair value of options granted during the years ended December 31, 2024 and 2023 were $11.81 and $15.62 per share, respectively.

 

As of December 31, 2024, total compensation cost not yet recognized related to unvested stock options was $43.3 million, which is expected to be recognized over a weighted-average period of 2.6 years.

 

Restricted stock awards

Upon formation of Former Enliven in June 2019, Former Enliven issued approximately 3.0 million shares in restricted common stock to its founders. Additionally, between 2019 and 2020, Former Enliven issued a total of 197,262 shares of restricted stock to employees and consultants. As of December 31, 2024, all compensation cost related to restricted stock awards has been recognized.

 

Restricted stock units

Restricted stock units ("RSUs") are valued at the market price of a share of the Company’s common stock on the date of grant. The following table summarizes RSU activity:

 

 

 

Number of Shares

 

 

Weighted-Average Grant Date Fair Value

 

Unvested - January 1, 2024

 

 

78,505

 

 

$

14.28

 

      Granted

 

 

20,000

 

 

 

14.85

 

      Vested

 

 

(22,360

)

 

 

14.85

 

      Forfeited

 

 

 

 

 

 

Unvested - December 31, 2024

 

 

76,145

 

 

$

14.26

 

 

As of December 31, 2024, total compensation cost not yet recognized related to unvested RSUs was $1.0 million, which is expected to be recognized over a weighted-average period of 2.8 years.

 

Stock-based compensation expense

The allocation of stock-based compensation expense was as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Research and development

 

$

10,044

 

 

$

6,000

 

General and administrative

 

 

10,130

 

 

 

6,914

 

Total stock-based compensation expense

 

$

20,174

 

 

$

12,914

 

 

The assumptions used in the Black-Scholes model to determine the fair value of stock option grants and stock purchase rights under the ESPP were as follows:

 

 

 

Year Ended December 31,

Stock Options

 

2024

 

2023

Expected term (years)

 

5.3 - 6.1

 

5.8 - 6.1

Expected volatility

 

82% - 84%

 

82% - 84%

Risk-free interest rate

 

3.6% - 4.6%

 

3.3% - 4.8%

Expected dividend yield

 

%

 

%

 

 

 

Year Ended December 31,

ESPP

 

2024

 

2023

Expected term (years)

 

0.5

 

0.5

Expected volatility

 

73% - 75%

 

84%

Risk-free interest rate

 

4.3% - 5.4%

 

5.3%

Expected dividend yield

 

%

 

%

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.