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. The 2020 Plan replaced the 2018 Plan as the Company’s primary long-term incentive program. 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, 2022, the number of shares of common stock available for issuance under the 2020 Plan automatically increased by 2,091,509 shares to 3,023,579 shares from 932,070 pursuant to the Evergreen Provision. The Company’s 2018 Long-Term Incentive Plan (the “2018 Plan”) was approved by stockholders in July 2018. In addition to stock options, the 2018 Plan provided for the granting of stock appreciation rights, stock awards, stock units, and other stock-based awards. The 2018 Plan provides for accelerated vesting under certain change of control transactions. The 2018 Plan was discontinued following stockholder approval of the 2020 Plan, but the outstanding awards under the 2018 Plan will continue to remain in effect in accordance with its terms. Shares that are returned under the 2018 Plan upon cancellation, termination or otherwise of awards outstanding under the 2018 Plan will not be available for grant under the 2020 Plan. As of December 31, 2021, the Company had reserved for issuance 877,855 shares of common stock under the 2018 Plan, representing the remaining outstanding options and restricted stock units granted under the 2018 Plan. The 2018 Plan replaced the 2016 and 2004 Plans as the Company’s primary long-term incentive program. The 2016 and 2004 Plans were discontinued following stockholder approval of the 2018 Plan, but the outstanding awards under the 2016 and 2004 Plans will continue to remain in effect in accordance with their terms. Shares that are returned under the 2016 and 2004 Plans upon cancellation, termination or otherwise of awards outstanding under the 2016 and 2004 Plans will not be available for grant under the 2020 or 2018 Plans. As of December 31, 2021, the Company had reserved for issuance 301,979 shares of common stock under the 2016 Plan and 195,979 shares of common stock under the 2004 Plan, representing the remaining outstanding options granted under the 2016 and 2004 Plans. During December 2020, the Company issued a stock option grant to its new chief executive officer (the “New CEO”) to purchase up to 2,000,000 shares of the Company’s common stock (the “New CEO Option”) at the exercise price on the grant date of $3.00 per share. The New CEO Option was issued outside of the 2020 Plan, and vests as follows: 500,000, or 25%, vested on November 5, 2021 upon achievement of the acceleration event related to the Company’s receipt of tentative approval by the U.S. Food and Drug Administration (the “FDA”) of the Company’s New Drug Application for YUTREPIA; 375,000, or 25% of the then-unvested portion of the New CEO Option, vested on November 11, 2021 upon achievement of the acceleration event related to the commercial availability of the subcutaneous Treprostinil product with cartridge supplies sufficient to support the market for one year; 500,000, or 25%, vested on December 14, 2021, the first anniversary of the grant date; the balance of the New CEO Option will become vested and exercisable over the following third-six months, subject to the New CEO’s continuous employment with the Company, which ended on January 31, 2022. During the year ended December 31, 2021, $1,973,563 was recorded as stock-compensation expense associated with the achievement of the aforementioned acceleration events. 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: Year Ended December 31, By Expense Category: 2021 2020 Research and development $ 1,922,653 $ 1,099,000 General and administrative 4,823,674 2,855,000 Total stock-based compensation expense $ 6,746,327 $ 3,954,000 Year Ended December 31, By Type of Award: 2021 2020 Stock options $ 5,995,237 $ 3,817,000 Restricted stock units 751,090 137,000 Total stock-based compensation expense $ 6,746,327 $ 3,954,000 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 December 31, 2021 Weighted Average Remaining Recognition Unamortized Period Expense (Years) Stock options $ 6,133,835 2.9 Restricted stock units $ 49,517 2.2 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: Year Ended December 31, 2021 2020 Expected dividend yield — — Risk-free interest rate 0.62% - 1.67% 0.40% - 1.60% Expected volatility 91% - 96% 87% - 94% Expected life (years) 5.2 - 6.1 5.8 - 6.2 As a result of using these assumptions in the Black-Scholes option-pricing model, the weighted average fair value for options granted during the years ended December 31, 2021 and 2020 was $2.23 and $2.78 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, including the CEO Option, during the year ended December 31, 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 2,023,950 2.72 Exercised (14,758) 2.85 Cancelled (1,103,254) 7.10 Outstanding as of December 31, 2021 5,598,009 $ 4.19 8.1 $ 8,761,969 Exercisable as of December 31, 2021 3,131,403 $ 4.76 7.3 $ 4,348,315 Vested and expected to vest as of December 31, 2021 5,579,988 $ 4.18 8.1 $ 8,747,263 The aggregate intrinsic value of stock options in the table above represents the difference between the $4.87 closing price of the Company’s common stock as of December 31, 2021 and the exercise price of outstanding, exercisable, and vested and expected to vest in-the-money stock options. The following table summarizes information about the Company’s stock options as of December 31, 2021: Weighted Average Exercise Price or Range of Exercise Contractual Life Price Options Outstanding (Years) Options Exercisable $2.42 to $2.54 973,893 9.4 454,893 $2.56 to $2.97 1,008,787 9.2 218,198 $3.00 2,000,000 9.0 1,375,000 $3.14 to $4.71 622,574 6.5 325,443 $4.72 to $9.31 596,502 5.3 433,937 $10.04 to $21.36 396,253 4.4 323,932 5,598,009 8.1 3,131,403 Additional information related to our stock options is summarized below: December 31, 2021 2020 Intrinsic value of options exercised $ 21,361 $ 176,433 Fair value of options vested $ 6,169,000 $ 4,178,659 During the years ended December 31, 2021 and 2020, 14,758 and 91,413 stock options were exercised for the purchase of shares of common stock for total cash proceeds of $41,075 and $43,141, respectively. Restricted Stock Unit Awards 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 year ended December 31, 2021, the Board of Directors approved grants of an aggregate of 334,015 performance-based RSUs to employees that vested upon the tentative approval by the FDA of the Company’s New Drug Application for YUTREPIA. This performance milestone was achieved during November 2021, resulting in a charge of $754,941 to stock based compensation during the year ended December 31, 2021. During March 2020, the Board of Directors approved grants of an aggregate of 138,464 non-performance-based RSUs to employees. RSUs represent the right to receive shares of common stock of the Company at the end of a specified time period. The RSUs vest over a four-year period similar to stock options granted to employees. A summary of nonvested RSU awards outstanding as of December 31, 2021 and changes during the year 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 (270,185) 2.99 Forfeited (136,757) 3.99 Nonvested as of December 31, 2021 15,204 $ 3.31 Employee Stock Purchase Plan In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”). A total of 300,000 shares of the Company’s common stock were initially reserved for issuance under the 2020 ESPP. This reserve will automatically increase each subsequent anniversary of January 1 through 2030, by an amount equal to the smaller of (a) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (b) 150,000 shares, or (c) an amount determined by the Board of Directors (the “Evergreen Provision”). On January 1, 2022, the number of shares of common stock available for issuance under the 2020 ESPP increased by 150,000 to 600,000 pursuant to the Evergreen Provision. The initial six-month offering period commenced on September 1, 2021 and will be followed by successive six-month offering periods. The 2020 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions, subject to plan limitations. During the initial six-month offering period, 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 a share of Stock on the Offering Date of the Offering Period. During future offering periods, the price per share will be equal to 85% of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase Date. fair market value of the Company’s common stock on the last trading day of the offering period. |