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 on May 4, 2017. The initial reserve of shares of common stock issuable 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, 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 at its discretion. On January 1, 2023 and January 1, 2022 an additional 3,523,344 and 1,000,000 shares, respectively, were reserved for issuance under the 2017 Plan. As of March 31, 2023, there were 4,243,849 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 (“2017 ESPP”), which became effective on May 4, 2017. The initial reserve of shares of common stock issuable under the 2017 ESPP was 279,069 shares. 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 March 31, 2023 and 2022, 29,830 and 38,583 shares, respectively, were purchased under the 2017 ESPP, and the Company recorded expense of $15,154 and $21,019, respectively. The number of shares of common stock reserved for issuance under the 2017 ESPP automatically increases 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 the Board. The Board acted prior to each of January 1, 2023 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 March 31, 2023, there were 386,777 shares of the Company’s common stock reserved and available for issuance under the 2017 ESPP. The Company’s Board of Directors adopted and the Company’s stockholder’s approved the 2014 Equity Incentive Plan (“2014 Plan”), which authorized the Company to grant shares of common stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units. The 2014 Plan was terminated as to future awards in May 2017, although it continues to govern the terms of options that remain outstanding under the 2014 Plan. No additional stock awards will be granted under the 2014 Plan, and all outstanding stock awards granted under the 2014 Plan that are repurchased, forfeited, expire or are cancelled will become available for grant under the 2017 Plan in accordance with its terms. As of March 31, 2023, options to purchase 1,663,597 shares of common stock were outstanding under the 2014 Plan. 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 options granted 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 the 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 March 31, 2023, there were 100,000 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 months ended March 31, 2023 and 2022 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. Beginning in January 1, 2023, the expected volatility was estimated based on historical volatility information of the Company since the Company's initial public offering. 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 March 31, 2023 and 2022. There were 125,303 and 175,938 unvested nonemployee options outstanding as of March 31, 2023 and 2022, respectively. Total expense recognized related to nonemployee stock options for the three months ended March 31, 2023 and 2022, was $108,585 and $195,000, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $518,392 as of March 31, 2023. The Company did not recognize any expense for nonemployee performance-based option awards during the three months ended March 31, 2023 or 2022. The Company granted 2,660,500 and 2,426,750 stock options to employees during the three months ended March 31, 2023 and 2022, respectively. There were 7,372,384 and 5,954,029 unvested employee options outstanding as of March 31, 2023, and 2022, respectively. Total expense recognized related to the employee stock options for the three months ended March 31, 2023 and 2022 was $1.8 million and $1.1 million, respectively. Total unrecognized compensation expense related to employee stock options was $14.2 million as of March 31, 2023. No expense for employee performance-based options was recognized during the three months ended in March 31, 2023 and 2022. The Company’s stock-based compensation expense was recognized in operating expenses as follows: Three Months Ended March 31, 2023 2022 Research and development $ 510,261 $ 395,492 General and administrative 1,406,257 929,320 Total $ 1,916,518 $ 1,324,812 Three Months Ended March 31, 2023 2022 Stock options $ 1,901,364 $ 1,303,793 Employee Stock Purchase Plan 15,154 21,019 Total $ 1,916,518 $ 1,324,812 The fair value of employee options granted during the three months ended March 31, 2023 and 2022 was estimated utilizing the following assumptions: Three Months Ended March 31, 2023 2022 Weighted Average Weighted Average Volatility 84.61 % 87.17 % Expected term in years 6.06 6.06 Dividend rate 0.00 % 0.00 % Risk-free interest rate 4.00 % 1.72 % Fair value of option on grant date $ 1.84 $ 2.00 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, 2022 12,961,238 $ 4.13 7.42 $ 62,158 Granted 2,660,500 2.50 9.91 Exercised (9,625) 1.91 Forfeited or expired (193,936) 3.38 Options outstanding March 31, 2023 15,418,177 $ 3.86 7.57 $ 1,028,677 Vested and exercisable at March 31, 2023 7,920,490 $ 4.75 6.23 $ 694,303 At March 31, 2023 there was approximately $14.7 million of unrecognized stock–based compensation expense related to employee and nonemployee grants, which is expected to be recognized over a remaining average vesting period of 2.57 years. |