Stock-Based Compensation | 6. Stock-Based Compensation 2020 Long-Term Incentive Plan 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, 2022, the number of shares of common stock available for issuance under the 2020 Plan automatically increased by 2,091,509 shares pursuant to the Evergreen Provision. As of March 31, 2022, the Company had 189,008 shares available to issue under the 2020 Plan. The 2020 Plan replaced the Company’s 2018 Long-Term Incentive Plan (the “2018 Plan”). 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 expiration of awards outstanding under the 2018, 2016 and 2004 Plans will not be available for grant under the 2020 Plan. As of March 31, 2022, the Company had reserved for issuance 682,687 shares of common stock under the 2018 Plan, 135,574 shares of common stock under the 2016 Plan and 93,467 shares of common stock under the 2004 Plan, representing the remaining outstanding equity awards granted under the 2018, 2016 and 2004 Plans. 2022 Inducement Plan On January 25, 2022, the Board approved the adoption of the Company’s 2022 Inducement Plan (the “2022 Inducement Plan”). The 2022 Inducement Plan was recommended for approval by the Compensation Committee of the Board (the “Compensation Committee”), and subsequently approved and adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the rules and regulations of The Nasdaq Stock Market, LLC (the “Nasdaq Listing Rules”). The Company reserved 310,000 shares of the Company's common stock for issuance pursuant to equity awards granted under the 2022 Inducement Plan, and the 2022 Inducement Plan will be administered by the Compensation Committee. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, equity awards under the 2022 Inducement Plan may only be made to an employee who has not previously been an employee or member of the Board (or any subsidiary of the Company), or following a bona fide period of non-employment by the Company (or a subsidiary of the Company), if he or she is granted such equity awards in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. Employee Stock Purchase Plan In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”). As of March 31, 2022, a total of 594,983 shares of the Company’s common stock are reserved for issuance under the 2020 ESPP. 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. 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 lesser of the fair market value of the Company’s common stock on the first and last trading day of the offering period. CEO Options During December 2020, the Company issued a stock option grant to its then new Chief Executive Officer, Damian deGoa, 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 vested as follows: 500,000 shares, or 25%, vested on November 5, 2021 upon achievement of the acceleration event related to the Company’s receipt of tentative approval by the FDA of the Company’s New Drug Application for YUTREPIA; 375,000 shares, or 25% of the then-unvested portion of the 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 thirty-six Quarterly Bonus and Second Tranche Options On January 3, 2022 (the “Jeffs Effective Date”), Roger A. Jeffs, Ph.D. was appointed as the Company’s Chief Executive Officer. In connection with Dr. Jeffs’ appointment, on the Jeffs Effective Date, the Company and Dr. Jeffs entered into an executive employment agreement (the “Jeffs Employment Agreement”) pursuant to which Dr. Jeffs is entitled to a quarterly cash bonus, beginning in 2023 through the end of the last calendar quarter in 2025, equal in the aggregate to the difference (only if positive) between the per share closing price of a share of the Company’s common stock on the date which the Second Tranche Option (as defined below) is granted minus the per share closing price of Common Stock on the Jeffs Effective Date multiplied by 931,745 (the “Quarterly Bonus”). The Company has concluded that the Quarterly Bonus is a liability classified cash-settled stock appreciation right under ASC 718-10-25-11 that will be expensed over the service period. As of March 31, 2022 the fair value of the Quarterly Bonus was estimated to be $0.9 million, and during the three months ended March 31, 2022 the Company recorded a stock-based compensation charge of $56,000 related to the Quarterly Bonus. Additionally, subject to an increase in the shares available for issuance under the 2020 Plan resulting either from stockholder approval or the 2020 Plan’s Evergreen Provision, Dr. Jeffs is also entitled to a grant of 931,745 nonstatutory stock options (the “Second Tranche Option”), with an exercise price per share equal to the closing price of a share of common stock on the date of grant. The Second Tranche Option shall (i) be granted under and subject to the terms of 2020 Plan and a form of nonstatutory stock option grant agreement, and (ii) be subject to the following vesting schedule: 25% of the grant will become vested and exercisable on the first anniversary of the Jeffs Effective Date, and the remaining portion of the grant will become vested and exercisable, as applicable, in equal monthly installments over the following thirty-six 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 March 31, By Expense Category: 2022 2021 Research and development $ 383 $ 251 General and administrative 3,802 494 Total stock-based compensation expense $ 4,185 $ 745 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 March 31, 2022 Weighted Average Remaining Recognition Unamortized Period Expense (Years) Stock options $ 13,720 3.3 Restricted stock units $ 2,357 3.3 Fair Value of The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted and purchase rights issued under the ESPP. The following describes each of these assumptions and the Company’s methodology for determining each assumption: Expected Dividend Yield: Risk-Free Interest Rate: Expected Volatility: Expected Life: The following table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model: Three Months Ended March 31, 2022 2021 Expected dividend yield — — Risk-free interest rate 1.46% - 2.34% 0.62% - 1.67% Expected volatility 90% - 92% 93% - 94% Expected life (years) 6.0 - 6.1 5.2 - 6.1 The weighted average fair value for options granted during the three months ended March 31, 2022 and 2021 was $4.37 and $2.09 per share, respectively. The following table summarizes the assumptions used for estimating the fair value of purchase rights granted to employees under the ESPP under the Black-Scholes option-pricing model during the three months ended March 31, 2022: Expected dividend yield — Risk-free interest rate 0.69% Expected volatility 80% Expected life (years) 0.50 The following table summarizes the Company’s stock option activity during the three months ended March 31, 2022: Weighted Weighted Average Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2021 5,598,009 $ 4.19 Granted 2,457,702 5.46 Exercised (143,297) 4.15 Cancelled (942,486) 5.66 Outstanding as of March 31, 2022 6,969,928 $ 4.44 9.0 $ 20,733 Exercisable as of March 31, 2022 2,890,891 $ 4.08 8.4 $ 10,233 Vested and expected to vest as of March 31, 2022 6,095,627 $ 4.40 8.9 $ 18,576 The aggregate intrinsic value of stock options in the table above represents the difference between the $7.18 closing price of the Company’s common stock as of March 31, 2022 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 three months ended March 31, 2022, the Board of Directors approved grants of an aggregate of A summary of nonvested RSU awards outstanding as of March 31, 2022 and changes during the three months ended March 31, 2022 is as follows: Weighted Average Grant-Date Number of Fair Value RSUs (per RSU) Nonvested as of December 31, 2021 15,204 $ 3.31 Granted 409,569 6.08 Vested (1,690) 3.31 Nonvested as of March 31, 2022 423,083 $ 5.99 |