Stock-Based Compensation | Note 13. Stock-Based Compensation As of September 30, 2022, the equity compensation plans under which the Company may currently issue new awards are the Company’s 2013 Stock Incentive Plan (as amended to date, the “2013 Plan”), 2017 Employee Stock Purchase Plan (as amended to date, the “2017 ESPP”), and the Aceragen, Inc. 2021 Stock Incentive Plan (the “Aceragen Plan”), which was assumed by the Company in connection with the Acquisition, each as more fully described below. Equity Incentive and Employee Stock Purchase Plans Stock options issued in connection with Aceragen Acquisition (Assumed Aceragen, Inc. 2021 Stock Incentive Plan) In connection with the Aceragen Acquisition, all options existing under the pre-acquisition Aceragen Plan and held by Continuing Employees (as defined in the Merger Agreement) were assumed by the Company and converted into options to purchase shares of common stock and Series Z on the same terms and conditions as applied to such options and warrants immediately prior to the Aceragen Acquisition. The Aceragen Plan provides for the grant of incentive stock options, non-incentive stock options, restricted stock, restricted stock units and other stock-based awards to eligible recipients. Eligible recipients include employees, officers, directors, and individual consultants and advisors. The maximum term of options granted under the Aceragen Plan is ten years . Historically, option grants under the Aceragen Plan to employees have vested 25% on the first anniversary of grant date, with the balance vesting proportionally for a duration of three years thereafter, and grants to non-employee option holders have vested in quarterly increments over two years . The vesting schedule applicable to options granted under the Aceragen Plan and assumed in the Acquisition was unaffected by the Acquisition and such assumed options shall continue to vest according to the applicable vesting schedule. The Company does not plan to issue any additional awards under this plan. As of September 30, 2022, there was $4.7 million of total unrecognized compensation cost related to unvested time vesting awards under the Aceragen Plan, which is expected to be recognized over the remaining period up to 3.75 years. In addition, the Company issued 3,278,859 shares of its common stock to Aceragen stockholders that are subject to forfeiture if future services are not provided. Shares subject to forfeiture are recognized as outstanding when vested and no longer subject to forfeiture or repurchase. As of September 30, 2022, there was $0.7 million of total unrecognized compensation cost related to these unvested, time vesting restricted shares which is expected to be recognized over the remaining 2 years . 2013 Stock Incentive Plan The 2013 Plan allows for the issuance of incentive stock options intended to qualify under the amended Section 422 of the Code, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), other stock-based awards and performance awards. At the 2022 Annual Meeting of stockholders of the Company held on June 23, 2022 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2022 Stock Plan Amendment”) to the Company’s 2013 Plan to increase the number of shares reserved for issuance under the 2013 Plan by 4,600,000 shares of the Company’s common stock. Accordingly, the total authorized shares of common stock under the 2013 Plan increased to 10,253,057 shares of the Company’s common stock, plus such additional number of shares of common stock (up to 155,968 shares) as is equal to the number of shares of common stock subject to awards granted under the Company’s 2008 Stock Incentive Plan (the “2008 Plan”), to the extent such awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. As of September 30, 2022, options to purchase a total of 5,312,800 shares of common stock and 831,698 RSUs were outstanding and up to 3,806,601 shares of common stock remained available for grant under the 2013 Plan. Other Awards and Inducement Grants The Company has not made any awards pursuant to other equity incentive plans, including the 2008 Plan, since the Company’s stockholders approved the 2013 Plan. As of September 30, 2022, options to purchase a total of 145,968 shares of common stock were outstanding under the 2008 Plan. In addition, as of September 30, 2022, non-statutory stock options to purchase an aggregate of 325,000 shares of common stock were outstanding that were issued outside of the 2013 Plan to certain employees in 2015 and 2014 pursuant to the Nasdaq inducement grant exception as a material component of new hires’ employment compensation. 2017 Employee Stock Purchase Plan The 2017 ESPP is intended to qualify as an "employee stock purchase plan" as defined in Section 423 of the Code, At the Annual Meeting, the Company’s stockholders approved an amendment (the “2022 ESPP Amendment”) to the Company’s 2017 ESPP to increase the number of shares authorized for issuance under the 2017 ESPP by 600,000 shares of common stock. Accordingly, the total authorized shares of common stock under the 2017 ESPP increased to 1,012,500 shares of common stock, subject to adjustment as described in the 2017 ESPP. As of September 30, 2022, 683,788 shares remained available for issuance under the 2017 ESPP. For the nine months ended September 30, 2022 and 2021, the Company issued 112,437 and 29,016 shares of common stock, respectively, under the 2017 ESPP and received proceeds of less than $0.1 million during each period, as a result of employee stock purchases. Accounting for Stock-based Compensation The Company recognizes non-cash compensation expense for stock-based awards under the Company’s equity incentive plans and employee stock purchases under the Company’s 2017 ESPP as follows: ● Stock Options : Compensation cost is recognized over an award’s requisite service period, or vesting period, using the straight-line attribution method, based on the grant date fair value determined using the Black-Scholes option-pricing model. ● RSUs : Compensation cost for time-based RSUs, which vest over time based only on continued service, is recognized on a straight-line basis over the requisite service period based on the fair value of the Company’s common stock on the date of grant. Compensation cost for awards that are subject to market considerations is recognized on a straight-line basis over the implied requisite service period, based on the grant date fair value estimated using a Monte Carlo simulation. Compensation cost for awards that are subject to performance conditions is recognized over the period of time commencing when the performance condition is deemed probable of achievement based on the fair value of the Company’s common stock on the date of grant. ● Employee Stock Purchases : Compensation cost is recognized over each plan period based on the fair value of the look-back provision, calculated using the Black-Scholes option-pricing model, considering the 15% discount on shares purchased. Total stock-based compensation expense attributable to stock-based awards made to employees and directors and employee stock purchases included in operating expenses in the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2022 2021 2022 2021 Stock-based compensation: Research and development Employee Stock Purchase Plan $ 6 $ 7 $ 21 $ 22 Equity Incentive Plan 53 51 194 469 $ 59 $ 58 $ 215 $ 491 General and administrative Employee Stock Purchase Plan $ 2 $ — $ 5 $ 3 Equity Incentive Plan 350 417 1,298 1,496 $ 352 $ 417 $ 1,303 $ 1,499 Total stock-based compensation expense $ 411 $ 475 $ 1,518 $ 1,990 During the nine months ended September 30, 2022 and 2021, the weighted average fair market value of stock options granted was $0.35 and $1.54, respectively. The following weighted average assumptions apply to the options to purchase 1,169,800 and 1,356,700 shares of common stock granted to employees and directors during the three and nine months ended September 30, 2022 and 2021, respectively: 2022 2021 Average risk-free interest rate 2.6% 0.4% Expected dividend yield — — Expected lives (years) 3.8 3.6 Expected volatility 104% 94% Weighted average exercise price (per share) $ 0.49 $ 2.68 All options granted during the nine months ended September 30, 2022 and 2021 were granted at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant . Stock Option Activity The following table summarizes stock option activity for the nine months ended September 30, 2022: ($ in thousands, except per share data) Common Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2021 5,202,006 $ 8.06 5.9 $ 2,949 Granted 1,169,800 0.49 Exercised — — Forfeited — — Expired (588,038) 2.87 Options assumed in connection with Aceragen Acquisition 1,887,860 4.15 9.3 Outstanding at September 30, 2022 7,671,628 $ 6.34 7.3 $ — Exercisable at September 30, 2022 4,218,823 $ 9.29 5.7 $ — Preferred Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2021 — $ — — — Options assumed in connection with Aceragen Acquisition 19,826 394.82 9.3 Outstanding at September 30, 2022 19,826 $ 394.82 9.3 $ — Exercisable at September 30, 2022 2,187 $ 142.05 8.9 $ — As of September 30, 2022, there was $1.0 million of unrecognized compensation cost related to unvested options, which the Company expects to recognize over a weighted average period of 2.4 years. During the three months ended March 31, 2021, the Company accelerated the vesting of 1,535,578 options, which were previously granted during 2019 through 2021 (the “2021 Option Acceleration”). The modification resulted in an incremental stock-based compensation charge that was not significant. In January 2022, for members of the Company’s Leadership team, the Compensation Committee of the Board of Directors implemented a post-exercise holding period prohibiting the sale of shares associated with the 2021 Option Acceleration on any schedule more favorable than the original vesting schedule (i.e., 6.25% of the total option grant every quarter and 25% of the total RSU grant every year). This post-exercise holding period has no financial statement impact. Restricted Stock Activity The following table summarizes restricted stock activity for the nine months ended September 30, 2022: Time-based Awards Market/Performance-based Awards ($ in thousands, except per share data) Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Nonvested shares at December 31, 2021 68,675 $ 2.30 507,028 $ 1.54 Granted 283,207 0.40 — — Cancelled — — — — Vested (27,212) 2.43 — — Nonvested shares at September 30, 2022 324,670 $ 0.63 507,028 $ 1.54 Time-based Restricted Stock Units During the three months ended March 31, 2021, the Company accelerated the vesting of 137,872 unvested time-based RSUs which were previously granted during 2019 and 2020. The modification resulted in an incremental stock-based compensation charge that was not significant. During the nine months ended September 30, 2022, the Company recognized $0.1 million of compensation expense related to these awards. As of September 30, 2022, there was $0.2 million of unrecognized compensation expense related to the Company’s time-based RSUs, which is expected to be recognized over a weighted-average period of one year . Market/Performance-based Restricted Stock Units In July 2020, the Company granted RSUs to certain employees, including executive officers, under the 2013 Plan, with vesting that may occur upon a combination of specific performance and/or market conditions. Accordingly, the Company views these RSUs as two separate awards: (i) an award that vests if the market condition is achieved, and (ii) an award that vests whether or not the market condition is achieved, so long as the performance condition is achieved. The Company is currently recognizing compensation expense for these awards over the estimated requisite service period of 2.36 years based on the estimated fair value when considering the market condition of the award, which was determined using a Monte Carlo simulation. During the nine months ended September 30, 2022, the Company recognized $0.1 million of compensation expense related to these awards. As of September 30, 2022, the remaining unrecognized compensation cost for the market-based component of these awards, which is expected to be recognized over a weighted-average period of 0.2 years, was $0.1 million. In addition, should the performance condition be achieved, the Company would recognize an additional $0.3 million of compensation expense. |