Stock-Based Compensation | 11 Stock-Based Compensation 2014 Equity Incentive Plan On October 3, 2014, the stockholders approved the 2014 Equity Incentive Plan. On June 20, 2017, the Company’s Board of Directors amended the 2014 Equity Incentive Plan, or the Amended and Restated 2014 Plan. On July 31, 2017, the stockholders approved this amendment. On January 1, 2020, Protara Therapeutics, Inc. amended its Amended and Restated 2014 Equity Incentive Plan. The Amended and Restated 2014 Plan, as amended, provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock grants and qualified performance-based awards. The Amended and Restated 2014 Plan, as amended, provides that the number of shares reserved and available for issuance will automatically increase each January 1, by four percent of the Company’s common stock on the immediately preceding December 31, adjusted for the number of shares of the Company’s common stock issuable upon conversion of any security that the Company may issue that is convertible into or exchangeable for the Company’s common stock, or such lesser number of shares as determined by the Company’s Board of Directors. Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the plans. Certain awards provide for accelerated vesting if there is a change in control as defined in the plan. On January 1, 2024, pursuant to the annual evergreen feature of the Amended and Restated 2014 Plan, as amended, the number of shares authorized under the Amended and Restated 2014 Plan, as amended, was increased by 911,380 shares to 4,474,683 shares. Following the approval of the Company’s 2024 Equity Incentive Plan, or 2024 EIP, by the stockholders of the Company on June 7, 2024, no additional awards will be made under the 2014 Equity Incentive Plan. As of September 30, 2024, there were 3,700,664 shares of common stock subject to outstanding awards. 2017 Equity Incentive Plan On August 10, 2017, Private ArTara (a predecessor entity of the Company), its Board of Directors and its stockholders approved the ArTara Therapeutics, Inc. 2017 Equity Incentive Plan to enable Private ArTara and its affiliates to recruit and retain highly qualified personnel and to incentivize personnel for productivity and growth. The total number of shares authorized under the 2017 Equity Incentive Plan was 2,000,000 for the issuance of stock options, stock appreciation rights, restricted stock and restricted stock units to among others, members of the Board of Directors, employees, consultants and service providers to the Company and its affiliates. As of January 9, 2020, no additional awards will be made under the 2017 Equity Incentive Plan. As of September 30, 2024, there were 134,328 shares of common stock subject to outstanding awards. 2020 Inducement Plan On March 26, 2020, the Compensation Committee of the Board of Directors, or the Compensation Committee, approved the 2020 Inducement Plan in order to award nonstatutory stock options, restricted stock awards, restricted stock unit awards and other stock-based awards to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. The total number of shares authorized under the 2020 Inducement Plan is 600,000 for the issuance of the Company’s common stock. The Compensation Committee also adopted a form of stock option grant notice and stock option agreement and forms of restricted stock unit grant notice and restricted stock unit agreement for use with the Inducement Plan. As of September 30, 2024, there were 512,900 shares of common stock subject to outstanding awards and 87,100 shares of common stock available for future issuance under the 2020 Inducement Plan. 2024 Equity Incentive Plan On June 7, 2024, the stockholders approved the 2024 EIP. The 2024 EIP provides for the grant of 1,500,000 shares of common stock for stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock and cash awards. Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the plan. As of September 30, 2024, there were 72,000 shares of common stock subject to outstanding awards and 1,428,000 shares of common stock available for future issuance under the 2024 EIP. 2024 Employee Stock Purchase Plan On June 7, 2024, the stockholders of the Company approved the 2024 Employee Stock Purchase Plan, or 2024 ESPP. The number of shares authorized under the 2024 ESPP is 1,000,000. As of September 30, 2024, the number of shares available for issuance was 1,000,000. During the three and nine months ended September 30, 2024, no Restricted Stock Units The following table summarizes restricted stock unit, or RSU, activities for the nine months ended September 30, 2024: Restricted Weighted Non-vested as of December 31, 2023 236,679 $ 7.07 Granted 210,700 1.91 Forfeited (39,886 ) 2.89 Vested (111,579 ) 10.45 Non-vested as of September 30, 2024 295,914 $ 2.69 The fair value of RSUs is amortized on a straight-line basis over the requisite service period of the respective awards. As of September 30, 2024, the unamortized value of RSUs was $485. As of September 30, 2024, the weighted average remaining amortization period was 1.83 years. As of September 30, 2024 and December 31, 2023, 289,500 RSUs have vested that have not yet been settled into shares of the Company’s common stock. During the nine months ended September 30, 2024, the Company issued 73,909 shares of the Company’s common stock from the net settlement of 111,579 RSUs. The Company paid $83 in connection with the net share settlement of these RSUs. Stock Options The following table summarizes stock option activities for the nine months ended September 30, 2024: Options Weighted Weighted Aggregate (1) Outstanding as of December 31, 2023 2,900,205 $ 9.50 8.03 $ 20 Granted 1,373,700 1.99 - - Exercised (47,580 ) 2.83 - 23 Forfeited (302,137 ) 3.14 - - Expired (89,710 ) 12.97 - - Outstanding as of September 30, 2024 3,834,478 $ 7.31 7.92 $ 2 Vested and expected to vest at September 30, 2024 3,834,478 $ 7.31 7.92 $ 2 Exercisable as of September 30, 2024 1,819,217 12.17 6.89 - (1) Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2023 and September 30, 2024, respectively. The weighted average grant date fair value per share of the options granted during the nine months ended September 30, 2024 and 2023 was $1.58 and $2.40, respectively. As of September 30, 2024, there was approximately $4,274 of unrecognized share-based compensation for unvested stock option grants, which is expected to be recognized over a weighted average period of 2.58 years. The total unrecognized stock-based compensation cost will be adjusted for actual forfeitures as they occur. Summary of Stock-Based Compensation Expense The following tables summarize total stock-based compensation costs recognized: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Restricted stock units $ 109 $ 275 $ 371 $ 915 Stock options 822 1,172 2,850 3,725 Total $ 931 $ 1,447 $ 3,221 $ 4,640 Stock-based compensation expense was reflected within the condensed consolidated statements of operations and comprehensive loss as: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Research and development $ 228 $ 419 $ 839 $ 1,233 General and administrative 703 1,028 2,382 3,407 Total $ 931 $ 1,447 $ 3,221 $ 4,640 |