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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | 11. Stock-Based Compensation 2012 Equity Incentive Plan The 2012 Equity Incentive Plan, as amended, was adopted by the Company’s board and approved by the members of Celcuity LLC on August 10, 2012. The Company reserved a maximum of 625,000 shares of common stock for issuance under the 2012 Equity Incentive Plan. The 2012 Equity Incentive Plan provides for options, restricted stock awards, performance stock awards or stock bonuses. The exercise price of each option granted under the 2012 Equity Incentive Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2012 Equity Incentive Plan is ten years. The Company’s board administers the 2012 Equity Incentive Plan and determines the provisions of incentive awards, including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may be subject to. The 2012 Equity Incentive Plan was frozen on September 6, 2017 and new awards are issued under the terms of the 2017 Amended and Restated Stock Incentive Plan. 2017 Stock Incentive Plan The 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”) was adopted by the Company’s board on September 6, 2017, became effective following the corporate conversion on September 15, 2017, and was approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018. The 2017 Plan was amended and approved by stockholders at the Company’s annual stockholder meeting on May 14, 2020. The Company initially reserved a maximum of 750,000 shares of common stock for issuance under the 2017 Plan. The number of shares reserved for issuance was automatically increased by 255,060 and 216,673 shares on January 1, 2024 and 2023, respectively, and will increase automatically on January 1 of each of 2025 through 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. At each of the Annual Meetings held on May 12, 2021 and May 12, 2022, the stockholders approved a 500,000 increase for a total of 1,000,000 increase, to the number of shares reserved for issuance under the 2017 Plan. At each of the Annual Meetings held on May 11, 2023 and May 9, 2024, the stockholders approved 1,500,000 increases for a total increase of 3,000,000 to the number of shares reserved for issuance under the 2017 Plan. The 2017 Plan provides for options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses. The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2017 Plan is ten years. The 2017 Plan is generally administered by the compensation committee of the Company’s board, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan. The following table summarizes the activity for all stock options outstanding for the years ended December 31: Schedule of Stock Options Activity
|  | 2024 |  |  | 2023 |
|  | Shares |  |  | Weighted Average Exercise Price |  |  | Shares |  |  | Weighted Average Exercise Price |
Options outstanding at beginning of year |  |  | 2,815,392 |  |  | $ | 7.95 |  |  |  | 1,976,586 |  |  | $ | 6.34 |
Granted |  |  | 1,716,729 |  |  |  | 16.14 |  |  |  | 1,003,298 |  |  |  | 10.69 |
Exercised |  |  | (103,245 | ) |  |  | 7.45 |  |  |  | (98,695 | ) |  |  | 3.94 |
Forfeited |  |  | (121,899 | ) |  |  | 11.57 |  |  |  | (65,797 | ) |  |  | 7.45 |
Balance at December 31: |  |  | 4,306,977 |  |  | $ | 11.13 |  |  |  | 2,815,392 |  |  | $ | 7.95 |
Options exercisable at December 31: |  |  | 2,011,474 |  |  | $ | 7.35 |  |  |  | 1,524,731 |  |  | $ | 6.44 |
Weighted Average Grant Date Fair Value for options granted during the year: |  |  |  |  |  | $ | 11.22 |  |  |  |  |  |  | $ | 7.48 |
The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2024: Schedule of Stock Options Outstanding and Exercisable
Options Outstanding |  |  | Options Exercisable |
Options Outstanding |  |  | Weighted Average Remaining Contractual Life |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value |  |  | Options Exercisable |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value |
| 4,306,977 |  |  |  | 7.96 |  |  | $ | 11.13 |  |  | $ | 13,914,458 |  |  |  | 2,011,474 |  |  | $ | 7.35 |  |  | $ | 11,781,660 |
The Company recognized stock-based compensation expense for stock options of $6,626,402 and $4,716,475 for the years ended December 31, 2024 and 2023, respectively. In May 2022, the Company modified the exercise price on 776,324 stock option awards to $5.50, the closing market price on the Nasdaq Capital Market on May 17,2022. The effect of this modification on stock-based compensation was $106,000 and $134,000 for the years ended December 31, 2024 and 2023, respectively. The effect of this modification on stock-based compensation over the remaining service period will be approximately $57,000. In December 2021, the Company modified the exercise price on 311,000 stock option awards to $13.44, the closing market price on the Nasdaq Capital Market on December 15, 2021. No director or officer awards were modified. The effect on stock-based compensation was $63,000 and $65,000 for the years ended December 31, 2024 and 2023, respectively. The effect on stock-based compensation over the remaining service period will be approximately $35,000. In May 2020, the Company modified the exercise price on 203,750 stock option awards to $5.10, the closing market price on the Nasdaq Capital Market on May 14, 2020. No director or officer awards were modified. The effect on stock-based compensation was $696 and $19,000 for the years ended December 31, 2024 and 2023, respectively. There is no effect on stock-based compensation remaining. The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards and the Monte Carlo simulation model was used to estimate the fair value of the performance-based awards, with the following weighted-average assumptions for the years ended December 31: Schedule of Assumptions for Fair Value of Equity-based Awards
|  | 2024 |  |  | 2023 |
Risk-free interest rate |  |  | 3.48% - 4.71% |  |  |  | 3.41% - 4.86% |
Expected volatility |  |  | 71.2% - 76.20% |  |  |  | 77.1% - 79.8% |
Expected life (years) |  |  | 5.25 to 10.00 |  |  |  | 5.25 to 6.08 |
Expected dividend yield |  |  | 0 | % |  |  | 0 | %
The inputs for the Black-Scholes valuation model and the Monte Carlo simulation model require management’s significant assumptions. Prior to the Company’s initial public offering, the price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings. Subsequent to the initial public offering, the price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date. The risk-free interest rates are based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life is based on the simplified method for the time-based awards and the life of the option for the performance-based awards, in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility is estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility since being publicly traded for the time-based awards. For the performance-based awards, the Company’s full historical volatility was used to value the options. All assumptions used to calculate the grant date fair value of non-employee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with the agreements would also be cancelled. The Company had 1,079 and 1,958 shares of restricted stock outstanding at December 31, 2024 and 2023, respectively, and 2,308 and 3,273 shares of restricted stock vested during the years ended December 31, 2024 and 2023, respectively. The Company recognized stock-based compensation expense for restricted stock of $22,220 and $18,499 for the years ended December 31, 2024 and 2023, respectively. The total remaining shares available for grant under the Company’s 2017 Plan as of December 31, 2024 was 1,177,450. Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized at December 31: Schedule of Unrecognized Compensation Cost
2025 |  | $ | 7,776,307 |
2026 |  |  | 6,307,024 |
2027 |  |  | 5,165,880 |
2028 |  |  | 1,964,136 |
Total estimated compensation cost to be recognized |  | $ | 21,213,347 |
2017 Employee Stock Purchase Plan The Company’s 2017 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board on September 6, 2017 and approved by stockholders at the Company’s annual stockholder meeting on May 10, 2018. The Company initially reserved a total of 100,000 shares for issuance under the ESPP. The number of shares reserved for issuance was automatically increased by 127,530 and 108,337 shares on January 1, 2024 and 2023, respectively and will increase automatically on each subsequent January 1 by the number of shares equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. The total remaining shares available for issuance under the employee stock purchase plan as of December 31, 2024 is 360,950. The ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common stock. The ESPP is administered using overlapping 24 month offering periods, referred to as an Offering Period. Each Offering Period has four six-month purchase periods. A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year. Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower. If the purchase date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date. The Company recognized stock-based compensation expense related to the ESPP of $339,719 and $166,460 for the years ended December 31, 2024 and 2023, respectively. The Company recognized total stock-based compensation expense as follows for the years ended December 31: Schedule of Stock-based Compensation Expenses
|  | Years Ended |
|  | December 31: |
|  | 2024 |  |  | 2023 |
Stock-based compensation expense in operating expenses: |  |  |  |  |  |  |  |
Research and development |  | $ | 4,404,518 |  |  | $ | 2,700,318 |
General and administrative |  |  | 2,583,823 |  |  |  | 2,201,116 |
Total |  | $ | 6,988,341 |  |  | $ | 4,901,434 |
Stock-based compensation expense |  | $ | 6,988,341 |  |  | $ | 4,901,434 |

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