XML 28 R16.htm IDEA: XBRL DOCUMENT
v3.23.3

Stock-Based Compensation Plans | 9 Months Ended
--- | ---
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | Stock-Based Compensation Plans 2021 Employee Stock Purchase Plan On April 25, 2021, the Company adopted the 2021 Employee Stock Purchase Plan ("ESPP"), which was approved by stockholder vote at the 2021 Annual Meeting of Stockholders held on June 10, 2021. The ESPP provides eligible employees of the Company with an opportunity to purchase common stock of the Company through accumulated payroll deductions, which are included in other current liabilities until they are used to purchase Company shares. Eligible employees participating in the bi-annual offering period can choose to have up to the lesser of 15% of their annual base earnings or the IRS annual share purchase limit of $25,000 in aggregate market value to purchase shares of the Company’s common stock. The purchase price of the stock is the lesser of (i) 85% of the closing market price on the date of purchase and (ii) the closing market price at the beginning of the bi-annual offering period. The maximum number of shares reserved for delivery under the plan is 200,000 shares. This maximum number was increased by 1 million shares in September 2023, subject to approval by stockholders of the Company at the Company's Annual Stockholders meeting to be held in 2024. The first enrollment period under the plan commenced on August 1, 2021 and the Company has issued 167,642 shares life-to-date under the ESPP. The Company recognized $19,000 and $102,000 of expense related to the plan during the three and nine months ended September 30, 2023, respectively. The Company recognized $21,000 and $74,000 of expense related to the plan during the three and nine months ended September 30, 2022, respectively. Stock Option Programs In July 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) which was adopted by the Board of Directors (the "Board") with an effective date of June 14, 2019. The 2019 Plan allows for the grant of equity awards to employees, consultants and non-employee directors. An initial maximum of 1,500,000 shares of the Company’s common stock were available for grant under the 2019 Plan. The 2019 Plan included an evergreen provision that allowed for the annual addition of up to 4% of the Company’s fully-diluted outstanding stock, with a maximum allowable increase of 4,900,000 shares over the term of the 2019 Plan. In accordance with this provision, the shares available for grant were increased in 2020 through 2023 by a total of 4,408,871 shares. At the Company's Annual Stockholders meeting on June 28, 2023, stockholders voted to increase the allowable shares under the 2019 plan by 4,440,000 shares as well as to eliminate the evergreen provision. The 2019 Plan is currently administered by the Board, or, at the discretion of the Board, by a committee of the Board, which determines the exercise prices, vesting schedules and other restrictions of awards under the 2019 Plan at its discretion. Options to purchase stock may not have an exercise price that is less than the fair market value of underlying shares on the date of grant, and may not have a term greater than ten years. Incentive stock options granted to employees typically vest over four years. Non-statutory options granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over three or four years. Shares that are expired, terminated, surrendered or canceled under the 2019 Plan without having been fully exercised will be available for future awards. Movements during the year The following table summarizes stock option activity for the nine months ended September 30, 2023 and 2022, respectively, for the 2019 Plan:
| Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value
Outstanding as of January 1, 2023 | 3,791,688 |  |  | $ | 11.33 |  |  |  |  |
Granted | 2,740,564 |  |  | $ | 1.71 |  |  |  |  |
Exercised | — |  |  | $ | — |  |  | — |  |  |
Forfeited or expired | (268,342) |  |  | $ | 7.80 |  |  |  |  |
Outstanding as of September 30, 2023 | 6,263,910 |  |  | $ | 7.27 |  |  | 8.27 |  | $ | 119,691 |
Options vested and expected to vest as of September 30, 2023 | 6,263,910 |  |  | $ | 7.27 |  |  | 8.27 |  | $ | 119,691 |
Options exercisable as of September 30, 2023 | 2,393,294 |  |  | $ | 11.67 |  |  | 7.12 |  | $ | 6,160 |
| Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value
Outstanding as of January 1, 2022 | 2,157,460 |  |  | $ | 13.54 |  |  |  |  |
Granted | 1,837,513 |  |  | $ | 8.90 |  |  |  |  |
Exercised | (852) |  |  | $ | 5.67 |  |  |  |  |
Forfeited or expired | (194,548) |  |  | $ | 11.62 |  |  |  |  |
Outstanding as of September 30, 2022 | 3,799,573 |  |  | $ | 11.40 |  |  | 8.59 |  | $ | 2,400 |
Options vested and expected to vest as of September 30, 2022 | 3,799,573 |  |  | $ | 11.40 |  |  | 8.59 |  | $ | 2,400 |
Options exercisable as of September 30, 2022 | 1,248,875 |  |  | $ | 13.63 |  |  | 7.64 |  | $ | — |
Measurement The weighted-average assumptions used in the BSM option pricing model to determine the fair value of the employee and non-employee stock option grants relating to the 2019 Plan were as follows: Risk-Free Interest Rate The risk-free rate assumption is based on U.S. Treasury instruments with maturities similar to the expected term of the stock options. Expected Dividend Yield The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero. Expected Volatility Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimates expected volatility based on the historical volatility of its own stock combined with a group of comparable companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Expected Term The expected term of options is estimated considering the vesting period at the grant date, the life of the option and the average length of time similar grants have remained outstanding in the past. The weighted-average grant date fair value of stock options granted under the 2019 Plan during the nine months ended September 30, 2023 and 2022 was $1.32 and $6.94, respectively. The following are the underlying assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan:
| Nine Months Ended September 30,
| 2023 | 2022
Risk-free interest rate | 4.00% | 2.04%
Expected dividend yield | 0% | 0%
Expected volatility | 96.0% | 97.8%
Expected term of options (years) | 6.01 | 6.00
Stock-Based Compensation Expense Total stock-based compensation expense for all stock awards recognized in the accompanying unaudited condensed consolidated statements of operations is as follows:
|  |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|  |  |  |  | 2023 |  | 2022 |  | 2023 |  | 2022
Research and development |  |  |  |  | $ | 815,000 |  |  | $ | 831,000 |  |  | $ | 2,607,000 |  |  | $ | 2,392,000 |
General and administrative |  |  |  |  | 872,000 |  |  | 1,081,000 |  |  | 2,857,000 |  |  | 3,651,000 |
Total |  |  |  |  | $ | 1,687,000 |  |  | $ | 1,912,000 |  |  | $ | 5,464,000 |  |  | $ | 6,043,000 |
As of September 30, 2023, there was $12.7 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 2.90 years. Summary of Equity Incentive Plans Assumed from Vital Upon completion of the Transaction with Vital Therapies ("Vital") on April 12, 2019, Vital’s 2012 Stock Option Plan (the “2012 Plan”), Vital’s 2014 Equity Incentive Plan (the “2014 Plan”) and Vital’s 2017 Inducement Equity Incentive Plan (the “Inducement Plan”), were assumed by the Company. All awards granted under these plans have either been forfeited or expired. There remain 43,311 shares available for grant under the 2014 Plan as of September 30, 2023. On September 2017, Vital’s board of directors approved the Inducement Plan, which was amended and restated in November 2017. Under the Inducement Plan 46,250 shares of Vital’s common stock were reserved to be used exclusively for non-qualified grants to individuals who were not previously employees or directors as an inducement material to a grantee's entry into employment within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. No expense was recorded for the plans assumed from Vital during the three and nine months ended September 30, 2023 and 2022, respectively.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration