Stock-Based Compensation | Note 8 — Stock-Based Compensation PAVmed Inc. 2014 Long-Term Incentive Equity Plan - Stock Options Stock options issued and outstanding under the PAVmed Inc 2014 Long-Term Incentive Equity Plan (PAVmed Inc. 2014 Equity Plan”) for the period noted is as follows: Number Weighted Remaining Outstanding stock options at December 31, 2019 5,204 $ 2.68 8.1 Granted 125 $ 2.05 Exercised — $ — 9.9 Forfeited — $ — Outstanding stock options at March 31, 2020 5,329 $ 2.66 8.0 Vested and exercisable stock options at March 31, 2020 3,604 $ 3.30 7.7 The aggregate intrinsic value of stock options granted under the PAVmed Inc. 2014 Equity as of March 31, 2020 was $2,058 with respect to such stock options outstanding and $850 with respect to such stock options vested and exercisable. The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on March 31, 2020 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price. PAVmed Inc 2014 Long-Term Incentive Equity Plan - Restricted Stock Awards On March 15, 2019, a total of 700 restricted stock awards were granted to employees under the PAVmed Inc. 2014 Equity Plan, with such restricted stock awards vesting ratably on an annual basis over a three year period commencing March 15, 2020. The restricted stock awards are subject to forfeiture if the requisite service period is not completed. On March 15, 2020, approximately 234 of such restricted stock awards vested. S PAVmed Inc Employee Stock Purchase Plan (“ESPP”) The PAVmed Inc. Employee Stock Purchase Plan (“ESPP”) provides eligible employees the opportunity to purchase shares of PAVmed Inc. common stock through payroll deductions during six month periods, wherein the purchase price per share of common stock is the lower of 85% of the quoted closing price per share of PAVmed Inc. common stock at the beginning or end of each six month share purchase period. The PAVmed Inc. ESPP share purchase dates are March 31 and September 30. On the March 31, 2020 ESPP purchase date, 154 shares of PAVmed Inc. common stock were issued for proceeds of approximately $0.1 million. Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan - Stock Options The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed above. Stock options issued and outstanding under the Lucid Diagnostics Inc. 2018 Equity Plan for the period noted is as follows: Number Weighted Remaining Outstanding stock options at December 31, 2019 995 $ 0.86 Granted — $ — Exercised 3 $ 1.50 Forfeited — $ — Outstanding stock options at March 31, 2020 992 $ 0.86 8.7 Vested and exercisable stock options at March 31, 2020 574 $ 0.83 8.6 Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, have a ten year contractual term from date of grant, and vest ratably over twelve successive calendar quarters, with first vesting date in the quarter of the date of grant. During the three months ended March 31, 2020, 3 stock options issued under the Lucid Diagnostics Inc. 2018 Equity Plan were exercised for cash proceeds of $5, resulting in the issue of a corresponding number of shares of common stock of Lucid Diagnostics Inc. Stock-Based Compensation Expense Consolidated stock-based compensation expense recognized for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: Three Months Ended March 31, 2020 2019 General and administrative expenses $ 277 $ 285 Research and development expenses 67 174 Total $ 344 $ 459 As of March 31, 2020, unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc 2018 Equity Plan, as discussed above, is as follows: Unrecognized Remaining PAVmed Inc. 2014 Equity Plan Stock Options $ 1,107 1.0 year Restricted Stock Awards $ 474 1.9 years Lucid Diagnostics Inc. 2018 Equity Plan Stock Options $ 88 1.6 years Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.81 per share and $0.93 per share during the three months ended March 31, 2020 and 2019, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions: Three Months Ended March 31, 2020 2019 Expected term of stock options (in years) 5.7 5.7 Expected stock price volatility 51 % 50 % Risk free interest rate 2.4 % 2.3 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan to non-employees under the previous provisions FASB ASC 505-50 in the prior year three months ended March 31, 2019, was based on a weighted average estimated fair value of such stock options of $1.99 per share, calculated using Black-Scholes valuation model weighted-average assumptions of 8.6 year contractual term, a 60% expected stock price volatility, a 2.4% risk free interest rate, and a 0% expected dividend rate. The restricted stock awards granted to employees under the PAVmed Inc. 2014 Equity Plan are measured at their grant date estimated fair value based on the date-of-grant quoted price per share of PAVmed Inc. common stock. The 700 restricted stock awards granted on March 15, 2019 had an aggregate fair value of approximately $742 with such stock-based compensation expense recognized ratably over the requisite service period, which is the three year vesting period as discussed above. The stock-based compensation expense recognized with respect to such restricted stock awards was approximately $62 and $21 in the three months ended March 31, 2020 and 2019, respectively, classified in general and administrative expenses, as presented above. Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.30 and $0.39 per share during the three months ended March 31, 2020 and 2019, respectively, and was calculated using the following weighted average Black-Scholes valuation model assumptions: Three Months Ended March 31, 2020 2019 Expected term of stock options (in years) 5.2 5.8 Expected stock price volatility 60 % 63 % Risk free interest rate 1.9 % 2.5 % Expected dividend yield 0 % 0 % Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan to non-employees under the previous provisions FASB ASC 505-50 in the prior year three months ended March 31, 2019, was based on a weighted average estimated fair value of such stock options of $0.57 per share, calculated using Black-Scholes valuation model weighted-average assumptions of 9.3 year contractual term, a 62% expected stock price volatility, a 2.5% risk free interest rate, and a 0% expected dividend rate. The Company uses the Black-Scholes valuation model to estimate the fair value of stock options granted under both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, which requires the Company to make certain estimates and assumptions, with the weighted-average valuation assumptions for stock-based awards, principally as follows: ● The expected term of stock options represents the period of time stock options are expected to be outstanding, which is the expected term derived using the simplified method and, through December 31, 2019 for non-employees (under the previous provisions FASB ASC 505-50), was the remaining contractual term; ● With respect to stock options granted under the PAVmed Inc. 2014 Equity Plan, the expected stock price volatility is based on the historical stock price volatility of PAVmed Inc. common stock (“PAVM”) and the volatilities of similar entities within the medical device industry over the period commensurate with the expected term, and through December 31, 2019 for non-employees (under the previous provisions FASB ASC 505-50), was the remaining contractual term of the respective stock option; and, with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan, the expected stock price volatility is based on the historical stock price volatilities of similar entities within the medical device industry over the period commensurate with the expected term, and through December 31, 2019 for non-employees (under the previous provisions FASB ASC 505-50), was the remaining contractual term of the respective stock option; ● The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period commensurate with the expected term of the stock option; and, ● The expected dividend yield is based on annual dividends of $0.00 as there has not been a dividend paid to-date, and there is no plan to pay dividends for the foreseeable future. The price per share of PAVmed Inc. common stock used in the computation of estimated fair value of stock options granted under the PAVmed Inc. 2014 Equity Plan is its quoted closing price per share. The price per share of Lucid Diagnostics Inc. common stock used in the computation of estimated fair value of stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was estimated using a discounted cash flow method applied to a multi-year forecast of its future cash flows. |