Stock-based Compensation | 8. Stock-based Compensation 2013 Equity Incentive Plan The Company’s board of directors adopted, and its stockholders approved, its 2013 Equity Incentive Plan effective in January 2014, and the 2013 Equity Incentive Plan was amended and restated by approval of the board of directors in April 2022 and by approval of the stockholders in May 2022 (as so amended and restated, the 2013 Plan). The 2013 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code (the Code), to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards (RSUs), stock appreciation rights, performance stock awards and other forms of stock compensation to its employees, including officers, consultants and directors. The 2013 Plan also provides for the grant of performance cash awards to the Company’s employees, consultants and directors. Unless otherwise stated in a stock option agreement, 25% of the shares subject to an option grant will typically vest upon the first anniversary of the vesting start date and thereafter at the rate of one forty Authorized Shares The maximum number of shares of common stock that may be issued under the 2013 Plan was originally 1,000,000 shares, plus any shares subject to stock options or similar awards granted under the 2003 Plan that expire or terminate without having been exercised in full or are forfeited to or repurchased by the Company. Upon the amendment and restatement of the 2013 Plan in May 2022, the existing share reserve was increased by 2,619,622. Beginning on January 1, 2023 and ending on (and including) January 1, 2029, the maximum number of shares of common stock that may be issued under the 2013 Plan will cumulatively be increased by 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the board of directors or the compensation committee thereof. Shares issued under the 2013 Plan may be authorized but unissued or reacquired shares of common stock. Shares subject to stock awards granted under the 2013 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2013 Plan. Additionally, shares issued pursuant to stock awards under the 2013 Plan that the Company repurchases or that are forfeited, as well as shares reacquired by the Company as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2013 Plan. A summary of the Company’s stock option activity under the 2013 Plan for the three months ended March 31, 2024 is as follows: WEIGHTED- WEIGHTED- AVERAGE AGGEGATE AVERAGE REMAINING INTRINSIC OUTSTANDING EXERCISE CONTRACTUAL VALUE OPTIONS PRICE TERM (YEARS) (IN THOUSANDS) Outstanding as of December 31, 2023 8,273,800 $ 5.29 6.3 Options granted 3,094,500 3.10 Options exercised (2,800) 1.75 Options forfeited (597,642) 8.21 Outstanding as of March 31, 2024 10,767,858 4.50 7.5 $ 4,028 Vested or expected to vest as of March 31, 2024 10,615,958 4.55 7.6 3,756 Exercisable as of March 31, 2024 5,118,477 6.52 5.3 1,758 As of March 31, 2024, there was $10,785,346 of total unrecognized compensation expense related to unvested options under the 2013 Plan that will be recognized over a weighted-average period of approximately 3.5 years. Total intrinsic value of the options exercised during the three months ended March 31, 2024 and 2023 was $3,758 and $23,760, respectively and total cash received for options exercised was $4,898 and $33,768, respectively. The total fair value of stock options which vested in the three months ended March 31, 2024 and 2023 was $1,394,896 and $704,311, respectively. The Company has granted stock options to purchase an aggregate of 151,900 shares to certain employees under the 2013 Plan, the vesting of which is subject to performance vesting conditions relating to the achievement of specified regulatory or commercial milestones. The maximum fair value of $133,820 associated with performance-based options granted has been excluded from the unrecognized compensation expense under the 2013 Plan as the completion of the performance milestones was not deemed to be probable as of March 31, 2024. The Company will reevaluate at the end of each reporting period the probability that the performance conditions will be achieved and will record any adjustments to the compensation cost at that time. An RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant. In January 2021, the Company awarded RSUs under the 2013 Plan to all of its employees. The RSUs granted vest over four years in equal installments on each anniversary of the grant date, provided that the employee remains employed by the Company at the applicable vesting date. Compensation expense is recognized on a straight-line basis. As of March 31, 2024, there was $179,660 of total unrecognized compensation expense associated with outstanding RSU grants that will be recognized over a weighted-average period of approximately 0.8 years. The following is a summary of RSU activity under the 2013 Plan for the three months ended March 31, 2024: Weighted-Average Number of Shares Grant Date Underlying RSUs Fair Value Unvested at December 31, 2023 117,157 $ 3.81 Vested (58,581) 3.81 Unvested at March 31, 2024 58,576 3.81 Issuance of Shares to Directors in Lieu of Cash Retainers for Service In March 2023, the Company’s board of directors amended the Company’s Non-Employee Director Compensation Policy to include an election to receive unrestricted shares of common stock in lieu of quarterly board and committee retainer cash payments. The number of shares to be issued to an electing director is determined on the last day of each fiscal quarter by dividing the dollar amount of the compensation to be paid for such quarter that is subject to the election by the closing price of a share of common stock on the last trading day of the fiscal quarter, rounded up to the nearest whole share. Non-employee directors who made such an election will receive 13,127 shares Inducement Plan The Company’s board of directors previously adopted the GlycoMimetics, Inc. Inducement Plan (as amended to date, the Inducement Plan). The Inducement Plan provides for the grant of nonstatutory stock options, restricted stock awards, RSU awards, stock appreciation rights and other forms of stock awards to individuals not previously an employee or director of the Company as an inducement for such individuals to join the Company. Unless otherwise stated in an applicable stock option agreement, one A summary of the Company’s stock option activity under the Inducement Plan for the three months ended March 31, 2024 is as follows: WEIGHTED- WEIGHTED- AVERAGE AGGEGATE AVERAGE REMAINING INTRINSIC OUTSTANDING EXERCISE CONTRACTUAL VALUE OPTIONS PRICE TERM (YEARS) (IN THOUSANDS) Outstanding as of December 31, 2023 2,590,400 $ 1.97 8.0 Options granted 130,000 3.20 Outstanding as of March 31, 2024 2,720,400 2.03 7.8 $ 2,784 Vested or expected to vest as of March 31, 2024 2,136,200 2.04 7.9 2,184 Exercisable as of March 31, 2024 1,060,375 1.98 7.5 1,135 As of March 31, 2024, there was $1,621,972 of total unrecognized compensation expense related to unvested options under the Inducement Plan that will be recognized over a weighted-average period of approximately 2.5 years. The total fair value of stock options which vested in the three months ended March 31, 2024 and 2023 was $305,219 and $181,032, respectively. There were no options exercised under the Inducement Plan during the three months ended March 31, 2024 and 2023. The Company has granted stock options to purchase an aggregate of 584,200 shares to certain newly hired employees under the Inducement Plan which options are subject to performance-based vesting conditions. The maximum fair value of $825,353 associated with the performance-based options has been excluded from the unrecognized compensation expense under the Inducement Plan as the completion of the performance milestones was not deemed to be probable as of March 31, 2024. The Company will reevaluate at the end of each reporting period the probability that the performance conditions will be achieved and will record any adjustments to the compensation cost at that time. The weighted-average fair value of the options granted under all equity incentive plans during the three months ended March 31, 2024 and 2023 was $2.44 per share and $2.04 per share, respectively, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions: 2024 2023 Expected term 6.25 years 6.25 years Expected volatility 90.37% 79.56% Risk-free interest rate 3.89% 3.52% Expected dividend yield 0% 0% Stock-based compensation expense was classified on the statements of operations as follows for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Research and development expense $ 348,242 $ 237,931 General and administrative expense 843,838 632,249 Total stock-based compensation expense $ 1,192,080 $ 870,180 |