Stock-Based Compensation | Note 7 – Stock-Based Compensation The Company has three equity compensation plans: the 2009 Stock Option Plan, 2014 Equity Incentive Plan and the 2018 Stock Incentive Plan (the “Plans”). In 2014, the Company’s stockholders approved the 2014 Equity Incentive Plan pursuant to which the Company may grant up to 91,367 shares as ISOs, NQs and restricted stock units (“RSUs”), subject to increases as hereafter described (the “Plan Limit”). In addition, on January 1, 2015 and each January 1 thereafter and prior to the termination of the 2014 Equity Incentive Plan, pursuant to the terms of the 2014 Equity Incentive Plan, the Plan Limit was and shall be increased by the lesser of (x) 4% of the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. In March 2019, the Plan was amended and restated which removed the annual increase component and was limited to 826,292 shares. As previously disclosed, on December 8, 2020, the Board of Directors of the Company adopted, subject to stockholder approval, the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the “Restated Plan”), which would amend and restate the Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Current Plan”). At the annual meeting of stockholders on June 17, 2021, stockholders voted to approve the Restated Plan at the Annual Meeting. The Restated Plan is identical to the Current Plan in all material respects, except as follows: (a) the number of shares of Common Stock authorized for issuance under the Restated Plan will increase from 826,292 shares to 3,339,243 shares, plus the total number of shares that remained available for issuance, that are not covered by outstanding awards issued under the Current Plan, immediately prior to December 8, 2020; and (b) the Restated Plan will terminate on December 7, 2030, unless earlier terminated. Please reference additional disclosure in Note 9. As of June 30, 2022, there were 1,303,000 shares available for grant under the Current Plan. In 2018, the Company’s stockholders approved the 2018 Stock Incentive Plan pursuant to which the Company may grant up to 558,071 shares as (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Preferred Stock, (v) Stock Reload Options and/or (vi) Other Stock-Based Awards. On May 17, 2022, the Company amended the Inducement Plan solely to increase the total number of shares of Common Stock reserved for issuance under the Inducement Plan from 500,000 shares to 1,100,000 shares. The 2019 Inducement Plan will be administered by the Compensation Committee of the Board. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the 2019 Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board (or any parent or subsidiary of the Company), or following a bona fide period of non-employment by the Company (or a parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. As of June 30, 2022, there were 367,064 shares available for grant under the 2019 Inducement Plan. The Company’s stock-based compensation expense related to stock options was recognized in operating expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (unaudited) (unaudited) Stock-Based Compensation Research and development $ 487,532 $ 167,432 $ 856,582 $ 227,817 General and administrative 861,069 274,166 1,620,992 471,401 Total $ 1,348,601 $ 441,598 $ 2,477,574 $ 699,219 The fair value of options granted during the three and six months ended June 30, 2022 and 2021 was estimated using the Black-Scholes option valuation model utilizing the following assumptions. There was 494,000 and 1,439,005 of options granted during the three and six month period ended June 30, 2022, respectively. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Weighted Average Weighted Average Weighted Average Weighted Average (unaudited) (unaudited) Volatility 100.05 % 100.63 % 99.45 % 100.59 % Risk-Free Interest Rate 2.60 % 0.79 % 1.62 % 0.72 % Expected Term in Years 6.02 6.38 6.43 6.28 Dividend Rate – – – – Fair Value of Option on Grant Date $ 4.01 $ 7.28 $ 4.59 $ 6.39 The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Options outstanding at December 31, 2021 3,163,835 $ 5.57 7.90 $ 10,839,589 Granted 1,439,005 5.73 Exercised (10,076 ) 2.51 Forfeited (302,821 ) 5.19 Expired – – Options outstanding at June 30, 2022 4,289,943 $ 5.66 8.02 $ 2,164,356 Vested and expected to vest at June 30, 2022 4,289,943 $ 5.66 8.02 $ 2,164,356 Exercisable at June 30, 2022 1,767,786 $ 6.13 6.37 $ 952,705 At June 30, 2022 there was approximately $14,551,120 of unamortized stock option compensation expense, which is expected to be recognized over a remaining average vesting period of 3 years. |