Stockholders' Equity | 4. Stockholders’ Equity Common Stock During the six months ended June 30, 2023, the Company issued 736,672 shares of common stock as a result of stock option exercises, receiving gross proceeds of $1.6 million. Preferred Stock The Company’s certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2023 and December 31, 2022, no shares of preferred stock were issued or outstanding. 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, in each case, 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, in each case, 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. 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. At the Company’s Annual Meeting of Stockholders held on June 22, 2023, the Company’s stockholders voted to reserve an additional 6,069,000 shares of issuance pursuant to future awards under the 2022 Plan. The Company has not issued performance awards under any plan. At June 30, 2023 and December 31, 2022, there were 6,387,300 and 3,455,700 shares, respectively, available to be issued under the 2022 Plan. The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At June 30, 2023, total unrecognized compensation expense was $30,457,200, which will be recognized over an estimated weighted average period of 2.48 years. Stock Options The weighted-average fair value of the stock options granted during the three months ended June 30, 2023 and 2022 was estimated to be $2.09 and $2.92, respectively per option share. The weighted-average fair value of the stock options granted during the six months ended June 30, 2023 and 2022 was estimated to be $2.05 and $3.55 respectively per option share. Restricted Stock Units (“RSUs”) The weighted-average fair value of the RSUs granted during the three and six months ended June 30, 2023 was estimated to be $3.73 and $4.30 per RSU. The Company did not issue any RSUs before July 2022. Employee Stock Purchase Plan (“ESPP”) On May 8, 2023, the Compensation Committee of the Board of Directors the Company approved the initial offering (the “Initial Offering”) under the Maxcyte, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The Initial Offering began May 19, 2023 and will end on November 18, 2023 (the “Purchase Period”) The ESPP allows eligible employees to purchase a number of shares of the Company’s Common Stock up to a maximum of 15% of the employee’s earnings during the Purchase Period subject to certain limitations. The purchase price will be the lesser of 85% of the fair market value of shares on the beginning of the Purchase Period or on the Purchase Date (i.e., the last day of the Purchase Period). Participants may decrease their contribution level or withdraw from the ESPP at any time during the Purchase Period subject to certain conditions. The Company’s executives are not eligible to participate in the ESPP. Determination of Fair Value of the Shares under the ESPP The Company estimates the fair value of the shares under the ESPP using the Black-Scholes option-pricing model, which requires certain complex valuation assumption inputs such as expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The fair value of each of the four purchase periods is estimated separately. The weighted-average fair value of the shares under the ESPP during the three and six months ended June 30, 2023 was estimated to be $1.14 per share, which the Company will expense over the performance period. The following table summarizes the range of valuation assumptions used in estimating the fair value of the shares under the ESPP: For the three and six months ended June 30 2023 Expected volatility 57% Risk-free interest rate 5.36% Expected term (in years) 0.5 The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 General and administrative $ 1,501,300 $ 1,445,500 $ 2,968,000 $ 2,737,600 Sales and marketing 855,600 619,600 1,600,000 1,127,100 Research and development 1,162,200 907,700 2,227,700 1,570,500 Total $ 3,519,100 $ 2,972,800 $ 6,795,700 $ 5,435,200 |