Stock-Based Compensation | STOCK-BASED COMPENSATION The Company's Board of Directors adopted and the Company's stockholders approved the 2017 Equity Incentive Plan (“2017 Plan”), which became effective immediately on May 4, 2017. The initial reserve of shares of common stock under the 2017 Plan was 3,052,059 shares. The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards, and other forms of stock-based awards. Additionally, the 2017 Plan provides for the grant of performance cash awards. The Company's employees, officers, directors and consultants and advisors are eligible to receive awards under the 2017 Plan. Following the adoption of the 2017 Plan, no further awards will be granted under the Company’s prior plan. Pursuant to the terms of the 2017 Plan, on each January 1st, the plan limit shall be increased by the lesser of (x) 5% 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. On January 1, 2022 and January 1, 2021, respectively, an additional 1,000,000 and 3,287,158 shares were reserved for issuance under the 2017 Plan. As of June 30, 2022, there were 2,706,415 shares of the Company’s common stock reserved and available for issuance under the 2017 Plan. The Company's Board of Directors adopted, and the Company's stockholders approved the 2017 Employee Stock Purchase Plan (the “2017 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the Company’s initial public offering on May 4, 2017. The 2017 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated semi-annual purchase dates. During the three months ended June 30, 2022 and 2021, no shares were purchased under the 2017 ESPP, and the Company recorded expense of $20,176 and $37,849, respectively. During the six months ended June 30, 2022 and 2021, 38,583 and 34,256 shares, respectively, were purchased under the 2017 ESPP and the Company recorded expense of $41,195 and $56,636, respectively. The initial reserve of shares of common stock that may be issued under the 2017 ESPP was 279,069 shares. The number of shares of common stock reserved for issuance under the 2017 ESPP will automatically increase on January 1 of each year, beginning on January 1, 2018 and continuing through and including January 1, 2027, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 550,000 shares or (iii) such lesser number of shares determined by our Board. The Board acted prior to each of January 1, 2021 and January 1, 2022 to provide that there be no increase in the number of shares reserved for issuance under the 2017 ESPP on either such date. As of June 30, 2022, there were 454,479 shares of the Company’s common stock reserved for issuance under the 2017 ESPP. Unless specified otherwise in an individual option agreement, stock options granted under the prior plan and the 2017 Plan generally have a ten-year term and a four-year graded vesting period. The vesting requirement is generally conditioned upon the grantee’s continued service with the Company during the vesting period. Once vested, all awards are exercisable from the date of grant until they expire. The option grants are non-transferable. Vested options generally remain exercisable for 90 days subsequent to the termination of the option holder’s service with the Company. In the event of option holder’s death or disability while employed by or providing service to the Company, the exercisable period extends to 12 months. Performance-based option awards generally have similar terms, with vesting commencing on the date the performance condition is achieved and expire in accordance with the specific terms of the agreement. At June 30, 2022, there were 150,000 performance-based options outstanding and unvested that include options to be granted upon the achievement of certain research and development milestones. 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. The inputs for the Black-Scholes option valuation model require significant assumptions that are detailed in the table below. The risk-free interest rates were based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life was based on the simplified method in accordance with the SEC Staff Accounting Bulletin No. Topic 14D. The expected volatility was estimated based on historical volatility information of peer companies that are publicly available. All assumptions used to calculate the grant date fair value of nonemployee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options underlying the agreements would also be canceled. The Company did not grant any stock options to nonemployee consultants for services rendered during the three months ended June 30, 2022 and 2021. The Company granted no stock options to nonemployee consultants for services rendered during the six months ended June 30, 2022, and 170,000 during the six months ended June 30, 2021. There were 130,834 and 191,875 unvested nonemployee options outstanding as of June 30, 2022 and 2021, respectively. Total expense recognized related to nonemployee stock options for the three months ended June 30, 2022 and 2021, was $160,337 and $55,310, respectively. Total expense recognized related to nonemployee stock options for the six months ended June 30, 2022 and 2021 was $355,107 and $91,000, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $1.1 million as of June 30, 2022. The Company did not recognize any expense for nonemployee performance-based option awards during the three months or six months ended June 30, 2022 or 2021. The Company granted 2,426,750 and 363,000 stock options to employees during the three months ended June 30, 2022 and 2021, respectively. The Company granted 4,296,355 and 1,006,600 stock options to employees during the six months ended June 30, 2022 and 2021 respectively. There were 7,354,964 and 4,749,550 unvested employee options outstanding as of June 30, 2022, and 2021, respectively. Total expense recognized related to the employee stock options for the three months ended June 30, 2022 and 2021 was $1.5 million and $1.2 million, respectively. Total expense recognized related to the employee stock options for the six months ended June 30, 2022 and 2021 was $2.6 million and $2.4 million, respectively. Total unrecognized compensation expense related to employee stock options was $14.3 million as of June 30, 2022. During the three and six months ended June 30, 2022 and 2021, the Company did not recognize any expense for employee performance-based option awards. The Company’s stock-based compensation expense was recognized in operating expense as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 387,384 $ 430,638 $ 782,876 $ 888,673 General and administrative 1,332,833 826,707 2,262,153 1,688,673 Total $ 1,720,217 $ 1,257,345 $ 3,045,029 $ 2,577,346 Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options $ 1,700,041 $ 1,219,496 $ 3,003,834 $ 2,520,710 Employee Stock Purchase Plan 20,176 37,849 41,195 56,636 Total $ 1,720,217 $ 1,257,345 $ 3,045,029 $ 2,577,346 The fair value of employee options granted during the three and six months ended June 30, 2022 and 2021 was estimated by utilizing the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Weighted Average Weighted Average Weighted Weighted Volatility 87.20 % 86.13 % 87.20 % 81.72 % Expected term in years 6.08 5.91 6.08 6.04 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.78 % 0.99 % 2.16 % 0.73 % Fair value of option on grant date $ 2.38 $ 3.09 $ 2.17 $ 2.39 The fair value of nonemployee options granted during the three and six months ended June 30, 2022 and 2021 was estimated by utilizing the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Weighted Average Weighted Average Weighted Weighted Volatility 0.00 % 80.43 % 0.00 % 80.43 % Expected term in years 0.00 6.23 0.00 6.23 Dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 0.00 % 1.03 % 0.00 % 1.03 % Fair value of option on grant date $ 0.00 $ 2.49 $ 0.00 $ 2.49 The following table summarizes the number of options outstanding and the weighted average exercise price: Number of Shares Weighted Weighted Aggregate Options outstanding December 31, 2021 10,776,758 $ 4.97 6.07 $ 2,389,890 Granted 4,296,355 2.94 9.68 Exercised (15,893) 1.91 Forfeited or expired (1,605,703) 5.93 Options outstanding June 30, 2022 13,451,517 $ 4.21 7.53 $ 329,651 Vested and exercisable at June 30, 2022 5,965,719 $ 5.44 5.69 $ 297,953 At June 30, 2022 there was approximately $15.4 million of unamortized share–based compensation expense related to employee and nonemployee grants, which is expected to be recognized over a remaining average vesting period of 2.53 years. |