Stockholders' Equity | 5. Stockholders’ Equity Common Stock In February 2021, the Company completed an equity capital raise on the AIM, a market operated by the London Stock Exchange Plc, 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). During the year ended December 31, 2021, the Company also issued 2,490,629 shares of common stock as a result of stock option exercises, receiving gross proceeds of $3.6 million. During the year ended December 31, 2022, the Company issued 1,195,208 shares of common stock as a result of stock option exercises, receiving gross proceeds of $2.9 million. Preferred Stock In July 2021, upon stockholder approval, the Company amended its certificate of incorporation to authorize 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2022 and 2021, no shares of preferred stock were issued or outstanding. Warrant In connection with the 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 as its strike price is in a currency other than the Company’s functional currency. The warrant was recorded at fair value at the end of each reporting period with changes from the prior balance sheet date recorded on the 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 Incentive Plans The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 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. In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified 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 board of directors reserved 2,500,000 shares for issuance under the Inducement Plan, and as of December 31, 2021 no awards had been granted. As of December 31, 2022, options to purchase 855,900 shares had been granted under the Inducement Plan. In May 2022, the Company’s board of directors adopted, and in June 2022 the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan. Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. The Company has not issued performance awards under any plan. Stock Option Activity A summary of stock option activity for the years ended December 31, 2022 and 2021 is as follows: Weighted- Average Weighted Remaining Number of Average Contractual Life Aggregate Options Exercise Price (in years) Intrinsic Value Outstanding at December 31, 2020 12,864,230 $ 2.11 7.1 $ 65,576,300 Granted 4,117,956 13.96 Exercised (2,490,629) 1.44 $ 25,133,200 Forfeited (2,057,818) 4.54 Outstanding at December 31, 2021 12,433,739 $ 6.03 7.5 $ 66,547,300 Granted 4,408,400 6.45 Exercised (1,195,208) 2.38 $ 4,163,300 Forfeited (1,285,839) 7.31 Outstanding at December 31, 2022 14,361,092 5.94 7.2 $ 23,825,000 Exercisable at December 31, 2022 7,653,735 $ 4.15 5.8 $ 21,348,700 The weighted-average fair value of the options granted during the years ended December 31, 2022 and 2021 was estimated to be $3.48 and $7.39, respectively. The value of a stock option is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2022, total unrecognized compensation expense for outstanding stock options was $26,287,100, which will be recognized over the next 2.7 years. Restricted Stock Unit Activity During the year ended December 31, 2022, the Company issued restricted stock unit awards (“RSUs”) under the 2022 Plan. Each RSU represents the contingent right to receive one share of common stock. The Company had not issued RSUs in any prior period. RSUs activity for the year ended December 31, 2022 is presented below: Weighted- Average Weighted Remaining Number of Average Contractual Life RSUs Market Price (in years) Outstanding at January 1, 2022 — $ — Granted 662,900 5.56 Forfeited (19,300) 5.39 Outstanding at December 31, 2022 643,600 5.57 3.2 Exercisable at December 31, 2022 — $ — The weighted-average fair value of the RSUs granted during the year ended December 31, 2022 was $5.56. The value of an RSU is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2022, total unrecognized compensation expense for outstanding RSUs was $2,914,700, which will be recognized over the next 2.1 years. Stock-based Compensation Expense Stock-based compensation expense recognized in connection with stock options and RSUs for the years ended December 31, 2022 and 2021 was classified as follows on the consolidated statements of operations: Year Ended December 31, 2022 2021 General and administrative $ 5,621,400 $ 4,609,900 Research and development 3,614,200 1,894,100 Sales and marketing 2,516,800 1,454,800 Total $ 11,752,400 $ 7,958,800 |