Stock-Based Compensation | 11. Stock-Based Compensation 2011 Equity Incentive Plan The Company’s 2011 Equity Compensation Plan (the “2011 Plan”) provided for the Company to sell or issue restricted common stock, RSUs, performance-based awards (“PSUs”), cash-based awards or to grant stock options for the purchase of common stock to officers, employees, consultants and directors of the Company. The 2011 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board. The number of shares of common stock reserved for issuance under the 2011 Plan is 106,490. As of December 31, 2021, PSUs representing 2,470 shares of the Company’s common stock were outstanding under the 2011 Plan. Effective with the December 2015 adoption of the 2015 Equity Incentive Plan, (the “2015 Plan”), no future awards under the 2011 Plan will be granted. 2015 Equity Incentive Plan In December 2015, the Company adopted the 2015 Plan. The 2015 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSU awards, performance stock awards and other forms of equity compensation to Company employees, directors and consultants. The aggregate number of shares of common stock authorized for issuance pursuant to the Company’s 2015 Plan is 27,838,019. As of December 31, 2021, 7,839,178 shares remained available for grant under the 2015 Plan. Stock options and RSUs are granted under the Company’s 2015 Plan and generally vest over a period of one The Company recorded stock-based compensation expense in the following expense categories of its statements of operations for the three months ended December 31, 2021 and 2020: Three months ended December 31, 2021 2020 Research and development $ 252,395 $ 239,971 General and administrative 951,653 914,670 $ 1,204,048 $ 1,154,641 Stock options As of December 31, 2021, options to purchase common stock of the Company outstanding under the 2015 Plan were as follows: Weighted Average Weighted Remaining Number of Average Contractual Aggregate Shares Exercise Price Term (Years) Intrinsic Value Balance at October 1, 2021 16,110,015 $ 1.46 Granted 1,819,174 1.52 Exercised (25,000) 0.71 Balance at December 31, 2021 17,904,189 1.47 8.9 $ 5,685,350 Exercisable 6,260,614 1.28 8.5 $ 2,533,181 Vested and expected to vest at December 31, 2021 17,904,189 $ 1.47 8.9 $ 5,685,350 The aggregate intrinsic value represents the total amount by which the fair value of the common stock subject to options exceeds the exercise price of the related options. The weighted average grant date fair value of the options awarded to employees for the three months ended December 31, 2021 and 2020 was $1.16 and $0.54 per option, respectively. The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: Three months ended December 31, 2021 2020 Risk-free interest rate 1.29 % 0.38 % Expected term (years) 6.0 6.0 Expected volatility 94.3 % 95.4 % Expected dividend yield — — As of December 31, 2021, there was $12,097,871 of unrecognized compensation expense that is expected to be recognized over a weighted-average period of 3.17 years. Performance-based stock options The Company granted certain officers of the Company share option awards whose vesting is contingent upon meeting company-wide performance goals. The performance stock options were granted “at-the-money” and have a term of 10 years. The fair value of each option grant under the performance share option plan was estimated on the date of grant using the same option valuation model used for non-statutory options above. Compensation expense for performance-based stock options is only recognized when management determines it is probable that the awards will vest. A summary of the activity under the performance share option plan as of December 31, 2021, and changes during the three months then ended is presented below. Weighted Average Weighted Remaining Number of Average Contractual Aggregate Shares Exercise Price Term (Years) Intrinsic Value Balance at October 1, 2021 1,000,000 $ 2.42 Granted 1,900,000 1.44 Forfeited or expired (1,000,000) 2.42 Balance at December 31, 2021 1,900,000 $ 1.44 9.97 $ — Exercisable — $ — — $ — Vested and expected to vest at December 31, 2021 1,900,000 $ 1.44 9.97 $ — The weighted average grant date fair value of the performance stock options awarded during the three months ended December 31, 2021, was $1.03 per option. As of December 31, 2021, the Company assessed that the performance conditions were not probable of achievement. The assessment was based on the relevant facts and circumstances and therefore no compensation costs was recognized. The fair value of the options was estimated on the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: Three months ended December 31, 2021 Risk-free interest rate 1.26 % Expected term (years) 5.22 Expected volatility 91.46 Expected dividend yield — % There were no performance-based stock options granted during the three months ended December 31, 2020. Performance-based stock units The Company has issued PSUs, which generally have a ten-year term from the date of grant. Upon exercise, the PSU holder receives common stock or cash at the Company’s discretion. The following table summarizes the activity related to PSUs during the three months ended December 31, 2021: Weighted Average Number Base Remaining of Price Contractual Aggregate PSUs Per PSU Term (Years) Intrinsic Value Balance at October 1, 2021 2,470 $ 49.97 Forfeitures — — Balance at December 31, 2021 2,470 49.97 3.0 $ — Vested and exercisable at December 31, 2021 2,470 49.97 3.0 $ — Vested and expected to vest at December 31, 2021 2,470 $ 49.97 3.0 $ — Restricted stock In connection with the consulting agreements entered into by the Company and four former principals of MTTR, in March 2020, the Company issued an aggregate of 7,244,739 shares of its common stock. Refer to Note 12 for further details on the consulting agreements and terminated strategic partnership agreement. These shares may not be sold until the earlier of (i) six months following FDA approval of ONS-5010, (ii) the date the Company publicly announces not to pursue development of ONS-5010, (iii) a change in control or (iv) January 2025. In addition, the Company has the right to repurchase the shares for $0.01 per share if the consultant terminates his agreement other than for good reason or the Company terminates the agreement for cause. The repurchase right lapses, in tiered percentages, based upon the completion of enrollment of the Company’s NORSE TWO clinical trial of ONS-5010 by certain dates. The repurchase right may also lapse as to 50% or 100% of the shares if the Company enters into certain agreements pertaining to ONS-5010 that meet certain value thresholds or the Company’s share price meets certain predefined targets. The repurchase right also lapses as to 100% of the shares upon the earliest to occur of (i) filing of the BLA for ONS-5010, (ii) termination of the agreement by the consultant for good reason or by the Company other than for cause, (iii) in the event of disability, or (iv) upon a change in control. As of December 31, 2021, 1,811,184 shares of common stock were vested and not subject to repurchase rights. The grant date fair value of the restricted shares was $0.54 per share and equal to the closing stock price of the Company’s common stock at the time of grant. Compensation expense is recognized over the shorter of the explicit service period or derived service period, which was determined to be 4.8 years at the time of grant. Compensation expense may be accelerated when certain performance conditions become probable, and the corresponding purchase right has lapsed. During the three months ended December 31, 2021, and 2020, the Company recognized compensation expense related to the restricted stock of $151,764. As of December 31, 2021, there was $1,700,418 of unrecognized compensation expense related to the restricted stock. |