Stock-based Compensation | Note 5 - Stock-based Compensation T he Processa Pharmaceuticals Inc. 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) allows us to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors. The 2019 Plan originally provided for the aggregate issuance of 3,000,000 3,000,000 6,000,000 2,387,622 Stock Compensation Expense We recorded stock-based compensation expense for the years ended December 31, 2022 and 2021 as follows: Schedule of Stock-based Compensation Expense 2022 2021 Year Ended 2022 2021 Research and development $ 2,895,653 $ 809,839 General and administrative 5,933,060 2,598,176 Total $ 8,828,713 $ 3,408,015 No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for all net deferred tax assets relating to this expense. Stock Options We did no 30,000 The fair value of the stock option grant was estimated using the Black-Scholes option-pricing model at the date of grant. The expected volatility of stock options granted on or after September 1, 2021 will be calculated using the Company’s historical closing stock prices. The expected term of our stock options was determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. The fair value of the option award granted during the year ended December 31, 2021 was estimated using the following assumptions: Schedule of Stock Option Valuation Assumption Average risk-free rate of interest 1.85 % Expected term (years) 2 Expected stock price volatility 81.77 % Dividend yield 0 % The following table summarizes our stock option activity during the years ended December 31, 2022 and 2021: Schedule of Stock Option Activity Total options Outstanding Weighted average exercise price Weighted average remaining contractual life (in years) Outstanding as of January 1, 2021 152,806 $ 18.11 Options granted 30,000 11.70 1.2 Forfeited (4,310 ) 16.80 Outstanding as of December 31, 2021 178,496 17.07 3.6 Options granted - - Forfeited - - Outstanding and exercisable as of December 31, 2022 178,496 $ 17.07 2.6 The weighted average grant-date fair value per share of options granted during the year ended December 31, 2021 was $ 5.23 1,910,240 1,659,909 No Restricted Stock Awards Activity in our Restricted Stock Awards (“RSAs”) during the years Schedule of Restricted Stock Awards (“RSAs”) Activity Number of Weighted- Unvested as of January 1, 2021 122,782 $ 8.04 Granted 37,500 6.65 Vested and issued (58,467 ) 7.90 Forfeited (10,706 ) 6.54 Unvested as of December 31, 2021 91,109 7.74 Granted 187,058 3.71 Vested and Issued (182,790 ) 5.04 Forfeited (33,489 ) 5.53 Unvested as of December 31, 2022 61,888 $ 4.72 As of December 31, 2022, unrecognized stock-based compensation expense of approximately $ 199,000 During the year ended December 31, 2022, we granted RSAs related to the future issuance of 187,058 ● RSAs for 59,766 196,500 ● RSAs for 109,720 -2023 378,000 54,624 ● 17,572 120,000 On May 31, 2022, one of our directors did not seek reelection and forfeited RSAs for 18,208 shares of our common stock related to their 2022 service. On January 1, 2023, we awarded RSAs for 90,000 Restricted Stock Units Activity in our Restricted Stock Units (“RSUs”) during the years Schedule of Restricted Stock Units (“RSUs”) Activity Number of Weighted- Outstanding at January 1, 2021 - - Granted 457,593 $ 7.75 Forfeited (4,000 ) 8.61 Issued (14,000 ) 7.12 Cancelled - - Outstanding at December 31, 2021 439,593 7.76 Granted 2,428,285 3.08 Forfeited (68,539 ) 5.09 Issued (47,976 ) 3.95 Cancelled (37,386 ) 8.61 Outstanding at December 31, 2022 2,713,977 3.69 Vested and unissued (662,069 ) 4.54 Unvested at December 31, 2022 2,051,908 $ 3.42 As of December 31, 2022, unrecognized stock-based compensation expense of approximately $ 472,000 1.7 320,000 During the year ended December 31, 2022, we granted RSUs related to the future issuance of 417,073 ursuant to agreements with our Executive team and certain other employees where a portion of their base compensation was paid in RSUs . The value of an RSU award was based on the average share price of the month services were provided. 5.00 On April 1, 2022, we also granted RSUs for 1,979,818 shares of our common stock which vest on January 1, 2023 and are subject to distribution requirements before any shares of common stock are issued. The RSUs had a fair value of $ 6.2 million, which was fully recognized in stock-based compensation expense during the year ended December 31, 2022. Holders of our vested RSUs will be issued shares of our common stock upon the satisfaction of the distribution restrictions contained in their Restricted Stock Unit Award Agreement. The distribution restrictions are typically different (longer) than the vesting schedule, imposing an additional restriction on the holder. Unlike RSAs, while employees may hold fully vested RSUs, the individual does not hold any shares or have any rights of a shareholder until the distribution restrictions are met. Upon distribution to the employee, each RSU converts into one share of our common stock. The RSUs contain dividend equivalent rights. On June 1, 2022, in connection with the termination of a long-term employee, we accelerated the vesting of 62,940 90,228 On January 1, 2023, we awarded RSUs for 966,503 shares to employees , of Warrants No stock purchase warrants were granted and 18,107 285,618 10.25 0.9 The following table summarizes our warrant activity during the years ended December 31, 2022 and 2021. Schedule of Warrants Activity Total warrants outstanding Weighted average exercise price Weighted average remaining contractual life (in years) Outstanding as of January 1, 2021 534,674 $ 18.34 Warrants granted 229,268 8.09 Forfeited (460,217 ) 18.31 Outstanding as of December 31, 2021 303,725 18.34 1.5 Warrants granted - - Forfeited (18,107 ) 17.16 Outstanding and exercisable as of December 31, 2022 285,618 $ 10.25 0.9 Our outstanding warrants expire at various dates through September 1, 2024. In January 2021, we issued a warrant for the purchase of 100,000 321,158 May 2022, we extended the expiration date of this warrant by one year to January 11, 2024 33,000 of incremental expense , based on an expected volatility of 84.39 7.18 In September 2021, we also issued a warrant for the purchase of 50,000 139,900 September 1, 2024 8.00 We used the Black-Scholes option pricing model to calculate the grant date fair value of the two warrants with the following assumptions: Schedule of Stock Option Warrant Valuation Assumption Average risk-free rate of interest 0.42 1.85 % Expected term (years) 2.00 3.00 Expected stock price volatility 74.48 81.77 % Dividend yield 0 % We recognize expense based on the fair value of the warrants over their service or vesting periods and recorded $ 103,374 391,108 In February 2021, we also issued warrants for the purchase of 79,268 1,321,132 9.30 February 16, 2023 In February 2023, we amended our financial consulting agreement with Spartan by extending the term until February 10, 2024. We will compensate Spartan for financial consulting services provided under the amendment by granting warrants to purchase 3,160,130 1.02 three years |