Stockholders' Equity | 5. Stockholders’ Equity Common Stock In February 2021, the Company completed an equity capital raise issuing 5,740,000 shares of its common stock at a price of ₤7.00 (or approximately $9.64) per share. The transaction generated gross proceeds of ₤40.2 million (or $55.3 million). In conjunction with the transaction, the Company incurred costs of $3.5 million which resulted in the Company receiving net proceeds of $51.8 million. In August 2021, the Company completed the IPO and received aggregate net proceeds of $184.3 million (see Note 1). Preferred Stock In July 2021, upon shareholder approval, the Company was authorized to issue 5,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2022 and December 31, 2021, no shares of preferred stock were issued or outstanding. Warrant In connection with the November 2019 credit facility (see Note 4), the Company issued the lender a warrant to purchase 71,168 shares of common stock at an exercise price of £1.09081 per share. The warrant was exercisable at any time through the tenth anniversary of issuance. The warrant was classified as a liability at issuance, as its strike price was in a currency other than the Company’s functional currency. The warrant was recorded at its fair value at the end of each reporting period thereafter with changes from the prior balance sheet date recorded on the condensed consolidated statements of operations (see Note 7). In a cashless settlement in August 2021, the lender fully exercised the warrant in exchange for 64,603 shares of common stock. Stock Options The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “Plan”) in January 2016 to amend and restate the MaxCyte 2000 Long-Term Incentive Plan to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards to employees, officers, and Directors of the Company and to other individuals as determined by the Board of Directors. Under the Plan, as amended, the maximum number of shares of Common Stock of the Company that the Company may issue is increased by ten percent (10%) of the shares that are issued and outstanding at the time awards are made under the Plan. On December 10, 2019 and October 27, 2020, the Company’s Board resolved to increase the number of shares available for grant under the Plan by 3,000,000 and 1,500,000, respectively. In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-statutory Stock Options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The Inducement Plan reserved 2,500,000 shares for issuance under awards, and as of December 31, 2021 no awards had been granted. As of March 31, 2022, options to purchase 237,200 shares had been granted under the Inducement Plan. At March 31, 2022, there were 1,791,494 and 2,271,800 shares available to be issued under the Plan and Inducement Plan, respectively. At December 31, 2021, there were 4,491,162 and 2,500,000 shares available to be issued under the Plan and Inducement Plan, respectively. The weighted-average fair value of the options granted during the three months ended March 31, 2022 and 2021 was estimated to be $6.93 and $14.33, respectively. The value of an option award is recognized as expense on a straight-line basis over the requisite service period. At March 31, 2022, total unrecognized compensation expense was $35,409,200, which will be recognized over the next 3.3 years. The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three months ended March 31, 2022 2021 General and administrative $ 1,292,100 $ 741,700 Sales and marketing 662,800 269,200 Research and development 507,500 308,900 Total $ 2,462,400 $ 1,319,800 |