Stock-Based Compensation | 12. 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. As of September 30, 2022, PSUs representing 2,470 shares of the Company’s common stock were outstanding under the 2011 Plan. In light of 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 34,565,837. As of September 30, 2022, 13,546,604 shares remained available for grant under the 2015 Plan. Stock options and RSUs granted under the Company's 2015 Plan generally vest over a period of one The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations for the years ended September 30, 2022 and 2021: Year ended September 30, 2022 2021 Research and development $ 2,691,330 $ 953,328 General and administrative 5,019,474 3,933,959 $ 7,710,804 $ 4,887,287 Stock options The following table summarizes all of the Company’s stock option activity for the years ended September 30, 2021 and 2022: Weighted Average Weighted Remaining Number of Average Contractual Aggregate Shares Exercise Price Term (Years) Intrinsic Value Balance at October 1, 2020 3,762,143 $ 2.01 Granted 12,461,645 1.29 Forfeited or expired (113,773) 0.76 Balance at September 30, 2021 16,110,015 1.46 Granted 4,039,566 1.60 Exercised (25,000) 0.71 $ 38,960 Balance at September 30, 2022 20,124,581 $ 1.49 8.3 $ 4,521,960 Exercisable 8,353,802 $ 1.53 7.9 $ 2,067,210 Vested and expected to vest at September 30, 2022 20,124,581 $ 1.49 8.3 $ 4,521,960 The aggregate intrinsic value represents the total amount by which the fair market value of the common stock subject to options exceeds the exercise price of the related options. The Company estimated the fair value of each stock option award on the grant date using the Black-Scholes option pricing model, wherein expected volatility is based on a weighted average of the Company’s historical volatility and the volatilities of similar entities within the Company’s industry which are commensurate with the expected term assumption. The expected term calculation is based on the “simplified” method described in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment Share-Based Payment one The weighted average grant date fair value of the options awarded to employees and directors for the years ended September 30, 2022 and 2021 was $1.23 and $0.98 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: Year ended September 30, 2022 2021 Risk-free interest rate 1.77 % 0.58 % Expected term (years) 6.0 6.0 Expected volatility 95.3 % 94.5 % Expected dividend yield — — As of September 30, 2022, there was $11,016,572 of unrecognized compensation expense that is expected to be recognized over a weighted-average period of 2.7 years. Performance-based stock options The Company granted certain officers of the Company option awards where vesting was contingent upon meeting certain 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. The following table summarizes all of the Company’s performance-based stock option activity for the years ended September 30, 2021 and 2022. Weighted Average Weighted Remaining Number of Average Contractual Aggregate Shares Exercise Price Term (Years) Intrinsic Value Balance at October 1, 2020 — $ — Granted 1,000,000 2.42 Balance at September 30, 2021 1,000,000 2.42 Granted 1,900,000 1.44 Forfeited or expired (2,200,000) 1.89 Balance at September 30, 2022 700,000 $ 1.44 9.2 $ — Exercisable 700,000 $ 1.44 9.2 $ — Vested and expected to vest at September 30, 2022 700,000 $ 1.44 9.2 $ — The weighted average grant date fair value of the performance stock options awarded for the years ended September 30, 2022 and 2021 was $1.03 and $1.76 per option, respectively. During the year ended September 30, 2022, an aggregate of 700,000 performance-based stock options vested as a result of achieving one of the set performance conditions related to the Company’s BLA submission that resulted in the Company recognizing stock-based compensation expense of $718,950 during the year ended September 30, 2022. During the year ended September 30, 2022, an aggregate of 2,200,000 performance-based stock options were forfeited because certain performance conditions were not achieved. During the year ended September 30, 2021, no expense was recognized because the performance conditions were not considered probable of achievement. As of September 30, 2022, there were no remaining performance conditions. 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: Year ended September 30, 2022 2021 Risk-free interest rate 1.26 % 0.88 % Expected term (years) 5.2 5.4 Expected volatility 91.5 % 93.1 % Expected dividend yield — — Performance-based stock units The Company has issued PSUs, which generally have a ten-year life 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 years ended September 30, 2021 and 2022: Weighted Average Number Base Remaining of Price Contractual Aggregate PSUs Per PSU Term (Years) Intrinsic Value Balance at October 1, 2020 2,470 $ 49.97 Forfeitures — — Balance at September 30, 2021 2,470 $ 49.97 Forfeitures — — Balance at September 30, 2022 2,470 $ 49.97 2.0 $ — Vested and exercisable at September 30, 2022 2,470 $ 49.97 2.0 $ — Vested and expected to vest at September 30, 2022 2,470 $ 49.97 2.0 $ — Restricted stock In January 2020, in connection with the consulting agreements entered into by the Company and four principals of MTTR, the Company issued an aggregate of 7,244,739 shares of its common stock. Refer to Note 14 for further details on the consulting agreements and terminated strategic partnership agreement. The 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. 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 years ended September 30, 2022 and 2021, the Company recognized compensation expense related to the restricted stock of $2,003,946 and $607,060, respectively. As of September 30, 2022, there was no unrecognized compensation expense related to the restricted stock. |