Stock-Based Compensation | 8. Stock-Based Compensation 2020 Long-Term Incentive Plan The Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”) provides for the granting of stock appreciation rights, stock awards, stock units, and other stock-based awards and for accelerated vesting under certain change of control transactions. The number of shares of the Company’s common stock available for issuance under the 2020 plan will automatically increase on January 1 of each year 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. On June 16, 2022, the number of shares of common stock available for issuance under the 2020 Plan increased by 1,600,000 shares pursuant to an amendment to the 2020 Plan, which was approved by the Company’s stockholders. As of September 30, 2022, the Company had 232,678 shares of common stock available to issue under the 2020 Plan. The 2020 Plan replaced the Company’s prior equity award plans and such plans have been discontinued, however, the outstanding awards will continue to remain in effect in accordance with their terms. Shares that are returned under these prior plans upon cancellation, termination or expiration of awards outstanding will not be available for grant under the 2020 Plan. As of September 30, 2022, the Company had a total of 676,629 shares of common stock reserved for issuance related to the remaining outstanding equity awards granted under the prior 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. As of September 30, 2022, the Company had a total of 10,800 shares available to issue under the 2022 Inducement Plan. Employee Stock Purchase Plan In November 2020, stockholders approved the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “ESPP”). On January 1, 2022, in connection with an evergreen provision contained in the ESPP, an additional 150,000 shares of the Company’s common stock were reserved for issuance under the ESPP. As of September 30, 2022, a total of 548,059 shares of the Company’s common stock are reserved for issuance under the ESPP. The 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 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. During the three and nine months ended September 30, 2022, 46,924 and 51,941 shares were issued under the ESPP, respectively. 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 1,375,000 options vested in the fourth quarter of 2021 upon the Company’s achievement of certain milestones and the passage of time, and ceased vesting upon the termination of Mr. deGoa’s employment on January 31, 2022. However, the CEO Option will remain exercisable so long as Mr. deGoa remains a director of the Company in accordance with his Separation Agreement. This change to vesting terms was treated as a modification of the original award resulting in a stock-based compensation charge of $2.9 million during the three months ended March 31, 2022. Quarterly Bonus and Second Tranche Options On June 16, 2022, pursuant to Roger Jeffs’s executive employment agreement dated January 3, 2022 (the “Jeffs Employment Agreement”), the Company granted Dr. Jeffs 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 is subject to the following vesting schedule: 25% of the grant will become vested and exercisable on January 3, 2023, and the remaining portion of the grant will become vested and exercisable, as applicable, in equal monthly installments over the following thirty-six months The Jeffs Employment Agreement also entitled Dr. Jeffs to a quarterly cash bonus equal in the aggregate to the difference (only if positive) between the per share closing price of the Company’s common stock on the date which the Second Tranche Option is granted minus the per share closing price of common stock on January 3, 2022 (the “Quarterly Bonus”). The Company previously concluded that the Quarterly Bonus was a liability classified cash-settled stock appreciation right under ASC 718-10-25-11 that would be expensed over the service period. During the three months ended March 31, 2022 the Company recorded a stock-based compensation charge of $56,000 related to the Quarterly Bonus. This charge was reversed during the three months ended June 30, 2022 since no Quarterly Bonus will be payable as the per share closing price of common stock on the grant date of Second Tranche Option was less than the per share closing price on January 3, 2022. 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. Total stock-based compensation expense recognized for employees and non-employees was as follows: Three Months Ended Nine Months Ended September 30, September 30, By Expense Category: 2022 2021 2022 2021 Research and development $ 323 $ 288 $ 1,043 $ 817 General and administrative 1,325 936 6,437 2,105 Total stock-based compensation expense $ 1,648 $ 1,224 $ 7,480 $ 2,922 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 September 30, 2022 Weighted Average Remaining Recognition Unamortized Period Expense (Years) Stock options $ 17,046 3.1 Restricted stock units $ 1,974 3.0 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 table summarizes the assumptions used for estimating the fair value of stock options granted under the Black-Scholes option-pricing model: Nine Months Ended September 30, 2022 2021 Expected dividend yield — — Risk-free interest rate 1.46% - 3.34% 0.62% - 1.67% Expected volatility 90% - 95% 91% - 96% Expected life (years) 5.8 - 6.1 5.2 - 6.1 The weighted average fair value for options granted during the nine months ended September 30, 2022 and 2021 was $4.11 and $2.02 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 nine months ended September 30, 2022: Expected dividend yield — Risk-free interest rate 0.69% - 3.92% Expected volatility 80% - 129% Expected life (years) 0.50 The following table summarizes the Company’s stock option activity during the nine months ended September 30, 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 4,485,277 5.22 Exercised (193,331) 3.81 Cancelled (1,413,738) 5.79 Outstanding as of September 30, 2022 8,476,217 $ 4.48 8.7 $ 10,903 Exercisable as of September 30, 2022 3,178,296 $ 3.99 7.9 $ 6,622 Vested and expected to vest as of September 30, 2022 7,887,409 $ 4.46 8.7 $ 10,394 The aggregate intrinsic value of stock options in the table above represents the difference between the $5.44 closing price of the Company’s common stock as of September 30, 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 nine months ended September 30, 2022, the Board of Directors approved grants of an aggregate of A summary of nonvested RSU awards outstanding as of September 30, 2022 and changes during the nine months ended September 30, 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 503,403 5.64 Vested (36,688) 4.89 Forfeited (53,350) 6.25 Nonvested as of September 30, 2022 428,569 $ 5.55 |