Stock-Based Compensation | 7. Stock-Based Compensation The Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) was approved by stockholders in November 2020. In addition to stock options, the 2020 Plan provides for the granting of stock appreciation rights, stock awards, stock units, and other stock-based awards. The 2020 Plan provides for accelerated vesting under certain change of control transactions. A total of 1,700,000 shares of the Company’s common stock was initially authorized and reserved for issuance under the 2020 Plan. This reserve will automatically increase each subsequent anniversary of January 1 through 2030, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board of Directors (the “Evergreen Provision”). On January 1, 2021, the number of shares of common stock available for issuance under the 2020 Plan automatically increased by 1,733,432 shares to 2,955,432 shares from 1,222,000 pursuant to the Evergreen Provision. As of June 30, 2021, the Company had 1,534,229 shares available to issue under the 2020 Plan. The 2020 Plan replaced the Company’s 2018 Long-Term Incentive Plan (the “2018 Plan”) and as a result the 2018 Plan was discontinued. The 2018 Plan had replaced the 2016 Equity Incentive Plan (the “2016 Plan”) and 2004 Stock Option Plan (the “2004 Plan”) as the Company’s primary long-term incentive program. The 2018, 2016 and 2004 Plans have been discontinued but the outstanding awards under the 2018, 2016 and 2004 Plans will continue to remain in effect in accordance with their terms. Shares that are returned under the 2018, 2016 and 2004 Plans upon cancellation, termination or otherwise of awards outstanding under the 2018, 2016 and 2004 Plans will not be available for grant under the 2020 Plan. As of June 30, 2021, the Company had reserved for issuance During December 2020, the Company issued a stock option grant to its new chief executive officer (the “CEO”) to purchase up to 2,000,000 shares of the Company’s common stock (the “CEO Option”) at the exercise price on the grant date of $3.00 per share. The CEO Option was issued outside of the 2020 Plan and is subject to the following vesting schedule: 25% of the CEO Option will become vested and exercisable on the first anniversary of December 14, 2020 and the balance will become vested and exercisable in equal monthly installments over the following thirty-six months , subject to the CEO’s continuous employment with the Company. However, the CEO Option is subject to the following accelerated vesting: (i) if the Company receives tentative approval by the FDA of the Company’s New Drug Application for LIQ861 prior to June 30, 2022, and the CEO is actively employed by the Company on such date, then 25% of the then-unvested portion of the CEO Option shall become vested and exercisable as of the date of the FDA’s approval; and (ii) if the Company achieves commercial availability of the subcutaneous Treprostinil product with cartridge supplies sufficient to support the market for one year by December 31, 2021, and the CEO is actively employed by the Company on such date, then 25% of the then-unvested portion of the CEO Option shall become vested and exercisable as of the date the Company can document by competent proof to the Board of the achievement of such milestone. In addition, the CEO Option will become 100 % vested upon certain change of control transactions. As of June 30, 2021, these milestones had not been achieved. Stock-Based Compensation Valuation and Expense The Company accounts for its employee stock-based compensation plans using the fair value method. The fair value method requires the Company to estimate the grant-date fair value of its stock-based awards and amortize this fair value to compensation expense over the requisite service period or vesting term. The fair value of each option grant is estimated using a Black-Scholes option-pricing model. For restricted stock units (“RSUs”), the grant-date fair value is based upon the market price of the Company’s common stock on the date of the grant. This fair value is then amortized to compensation expense over the requisite service period or vesting term. The Company recorded the following stock-based compensation expense: Three Months Ended Six Months Ended June 30, June 30, By Expense Category: 2021 2020 2021 2020 Research and development $ 277,850 $ 286,177 $ 528,850 $ 561,319 General and administrative 675,365 701,942 1,169,365 1,305,763 Total stock-based compensation expense $ 953,215 $ 988,119 $ 1,698,215 $ 1,867,082 Three Months Ended Six Months Ended June 30, June 30, By Type of Award: 2021 2020 2021 2020 Stock options $ 946,455 $ 943,648 $ 1,708,455 $ 1,798,418 Restricted stock units 6,760 44,471 (10,240) 68,664 Total stock-based compensation expense $ 953,215 $ 988,119 $ 1,698,215 $ 1,867,082 The following table summarizes the unamortized compensation expense and the remaining years over which such expense would be expected to be recognized, on a weighted average basis, by type of award: As of June 30, 2021 Weighted Average Remaining Recognition Unamortized Period Expense (Years) Stock options $ 9,017,000 3.2 Restricted stock units $ 515,165 1.6 Stock Options The following table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model during: Six Months Ended June 30, 2021 2020 Expected dividend yield — — Risk-free interest rate 0.62% - 1.67% 0.40% - 1.60% Expected volatility 92% - 96% 87% - 90% Expected life (years) 5.8 6.4 As a result of using these assumptions in the Black-Scholes option-pricing model, the weighted average fair value for options granted during the six months ended June 30, 2021 and 2020 was $2.08 and $3.65 per share, respectively. The following describes each of these assumptions and the Company’s methodology for determining each assumption: Expected Dividend Yield The dividend yield percentage is zero because the Company neither currently pays dividends nor intends to do so during the expected option term. Risk-Free Interest Rate The risk-free interest rate is based on the U.S. Treasury yield curve approximating the term of the expected life of the award in effect on the date of grant. Expected Volatility Expected stock price volatility is based on a weighted average of several peer public companies and the historical volatility of the Company’s common stock during the period for which it has traded since the initial public offering. For purposes of identifying peer companies, the Company considered characteristics such as industry, length of trading history and similar vesting terms. Expected Life The expected life represents the period the awards are expected to be outstanding. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term because of a lack of sufficient data. Therefore, the Company estimates the expected term by using the simplified method. The following table summarizes the Company’s stock option activity during the six months ended June 30, 2021: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2020 4,692,071 $ 5.51 Granted 1,282,650 2.78 Exercised (623) 2.33 Cancelled (969,219) 7.37 Outstanding as of June 30, 2021 5,004,879 $ 4.45 8.4 $ 220,580 Exercisable as of June 30, 2021 1,163,548 $ 7.62 4.8 $ 45,236 Vested and expected to vest as of June 30, 2021 4,971,659 $ 4.43 8.3 $ 220,580 The aggregate intrinsic value of stock options in the table above represents the difference between the $2.86 closing price of the Company’s common stock as of June 30, 2021 and the exercise price of outstanding, exercisable, and vested and expected to vest in-the-money stock options. Restricted Stock Units Restricted Stock Units (“RSUs”) represent the right to receive shares of common stock of the Company at the end of a specified time period or upon the achievement of a specific milestone. RSUs can only be settled in shares of the Company’s common stock. During the six months ended June 30, 2021, the Board of Directors approved grants of an aggregate of performance-based RSUs to employees. These performance RSUs vest upon the tentative approval by the FDA of the Company’s New Drug Application for LIQ861. The achievement of this performance milestone was not deemed probable as of June 30, 2021. During March 2020, the Board of Directors approved grants of an aggregate of A summary of nonvested RSU awards outstanding as of June 30, 2021 and changes during the six months then ended is as follows: Weighted Average Grant-Date Number of Fair Value RSUs (per RSU) Nonvested as of December 31, 2020 88,131 $ 4.68 Granted 334,015 2.97 Vested (12,454) 3.33 Forfeited (110,739) 4.22 Nonvested as of June 30, 2021 298,953 $ 3.00 Employee Stock Purchase Plan In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”). As of June 30, 2021, a total of 300,000 shares of the Company’s common stock are reserved for issuance under the 2020 ESPP. Subject to any plan limitations, the 2020 ESPP allows eligible employees to contribute through payroll deductions up to $25,000 per year of their earnings for the purchase of the Company’s common stock at a discounted price per share. The initial six-month offering period is expected to commence on or about September 1, 2021 followed by successive six-month offering periods thereafter beginning March and September. Unless otherwise determined by the administrator, the Company’s common stock will be purchased for the accounts of employees participating in the 2020 ESPP at a price per share that is 85% of the fair market value of the Company’s common stock on the last trading day of the offering period. |