Stock-based Compensation | Note 3 - 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 150,000 150,000 300,000 27,326 Stock Compensation Expense We recorded stock-based compensation expense for the years ended December 31, 2023 and 2022 as follows: Schedule of Stock-based Compensation Expense 2023 2022 Year Ended 2023 2022 Research and development $ 363,956 $ 2,895,653 General and administrative 2,007,258 5,933,060 Total $ 2,371,214 $ 8,828,713 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 The following table summarizes our stock option activity during the years ended December 31, 2022 and 2023: Schedule of Stock Option Activity Total options Outstanding Weighted average exercise price Weighted average remaining contractual life (in years) Outstanding as of January 1, 2022 8,943 $ 341.34 Options granted - Forfeited - Outstanding as of December 31, 2022 8,943 341.34 2.6 Options granted - Forfeited or expired (1,951 ) 257.28 Outstanding and exercisable as of December 31, 2023 6,992 $ 364.72 2.1 No forfeiture rate was applied to these stock options. The aggregate intrinsic value of outstanding options, all of which are exercisable, was $ 0 No stock options were exercised during the years ended December 31, 2023 or 2022 and there is no unamortized expense at either December 31, 2023 or 2022 since the options are fully vested. Restricted Stock Awards The following table summarizes our restricted stock award (RSA) activity during the years ended December 31, 2022 and 2023: Schedule of Restricted Stock Awards (“RSAs”) Activity Number of Weighted- Unvested as of January 1, 2022 4,555 $ 157.81 Granted 9,358 74.27 Forfeited (1,676 ) 110.62 Vested and issued (9,142 ) 100.88 Unvested as of December 31, 2022 3,095 94.44 Granted 10,750 14.59 Forfeited (1,250 ) 133.00 Cancelled (2,555 ) 22.13 Vested and issued (8,790 ) 24.44 Unvested as of December 31, 2023 1,250 $ 9.26 As of December 31, 2023, unrecognized stock-based compensation expense for RSAs of $ 5,825 On January 1, 2023, we granted RSAs totaling 4,500 1,305 On July 14, 2023, we granted RSAs totaling 6,250 3,750 RSAs for up to 2,500 shares of common stock are subject to regaining Nasdaq compliance, with RSAs for only 1,250 shares of common stock vesting if we regain Nasdaq compliance through a reverse stock split. Because we effected a reverse stock-split on January 22, 2024 (which we have retroactively applied to all share counts reported in this Annual Report on Form 10-K) and regained Nasdaq compliance on February 2, 2024. Effective December 31, 2023, we cancelled the RSAs for 1,250 shares of common stock that will not vest. 1,250 72,733 Restricted Stock Units The following table summarizes our restricted stock unit (RSU) activity during the years ended December 31, 2022 and 2023: Schedule of Restricted Stock Units (“RSUs”) Activity Number of Weighted- Outstanding at January 1, 2022 22,008 $ 155.29 Granted 121,439 61.50 Forfeited (3,431 ) 101.73 Cancelled (1,876 ) 171.58 Issued (2,399 ) 79.07 Outstanding at December 31, 2022 135,741 73.81 Granted 116,078 14.18 Forfeited (12,296 ) 21.69 Cancelled (16,801 ) 71.36 Outstanding at December 31, 2023 222,722 45.82 Vested and unissued (115,145 ) 71.90 Unvested at December 31, 2023 107,577 $ 17.90 As of December 31, 2023, unrecognized stock-based compensation expense for RSUs of $ 839,121 1.49 442,024 During the year ended December 31, 2023, we granted RSUs related to the future issuance of 76,078 On August 8, 2023, we also granted RSUs related to the future issuance of 40,000 20,000 20,000 10,000 10,000,000 10,000 10,000,000 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 January 1, 2024, we granted RSUs totaling $ 1.3 30.00 42,149 Warrants The following table summarizes our warrant activity during the years ended December 31, 2022 and 2023. Schedule of Warrants Activity Total warrants outstanding Weighted average exercise price Weighted average remaining contractual life (in years) Outstanding as of January 1, 2022 15,190 $ 213.22 Expired (907 ) 343.28 Outstanding as of December 31, 2022 14,283 205.01 0.9 Granted 173,007 19.27 Expired (6,783 ) 266.96 Not exercisable (7,500 ) 7.40 Outstanding and exercisable as of December 31, 2023 173,007 $ 25.41 2.2 In February 2023, we amended our financial consulting agreement with Spartan by extending the term until February 10, 2024. We compensated Spartan for financial consulting services provided under the amendment by granting warrants to purchase 158,007 20.40 April 17, 2026 15,000 7,500 7.40 November 18, 2025 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 4.32 4.88 % Expected term (years) 2.00 3.00 Expected stock price volatility 82.85 108.47 % Dividend yield 0 % |