Share-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

(8) Share-based Compensation

Stock Plans

The Company’s equity incentive plan, the 2020 Equity Incentive Plan (the Equity Plan), was approved by stockholders on December 10, 2020. The maximum number of shares issuable under this plan is 1,167,425 shares.

The Equity Plan provides for the granting of stock options (including indexed options), restricted stock units, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, performance shares, performance units and deferred stock units. Under the Equity Plan, awards may be granted to employees, directors and consultants of ARCA, except for incentive stock options, which may be granted only to employees. As of December 31, 2022, options to purchase 684,400 shares with a weighted average exercise price of $3.47 per share were outstanding under the Equity Plan, and 371,487 shares were reserved for future awards.

In general, the Equity Plan authorizes the grant of stock options that vest at rates set by the Board of Directors or the Compensation Committee thereof. Generally, stock options granted by ARCA under the equity incentive plans become exercisable ratably for a period of three to four years from the date of grant and have a maximum term of ten years. The exercise prices of stock options under the equity incentive plan generally meet the following criteria: the exercise price of incentive stock options must be at least 100% of the fair market value on the grant date and exercise price of options granted to 10% (or greater) stockholders must be at least 110% of the fair market value on the grant date.

In conjunction with the adoption of the Equity Plan, the Company discontinued grants under the 2013 Plan, effective December 10, 2020. In conjunction with the adoption of the 2013 Plan, the Company discontinued grants under its previous plan the Amended and Restated ARCA biopharma, Inc. 2004 Equity Incentive Plan (the 2004 Plan), effective September 17, 2013. As of December 31, 2022, options to purchase 20,538 shares with a weighted average exercise price of $77.12 per share were outstanding under the 2013 plan. The 2004 Plan expired in 2014; however, options outstanding under the 2004 plan will continue to vest according to the original terms of each grant. As of December 31, 2022, options to purchase 22 shares with a weighted average exercise price of $172.79 per share were outstanding under the 2004 plan.

The Company granted options to purchase an aggregate of 60,000 and 433,700 shares of common stock in the years ended December 31, 2022 and 2021, respectively. The fair values of employee stock options granted in the years ended December 31, 2022 and 2021 were estimated at the date of grant using the Black-Scholes model with the following assumptions and had the following estimated weighted average grant date fair value per share:


	Year Ended December 31,
	2022			2021
Expected term	5.5 years			5.9 years
Expected volatility		107	%		94	%
Risk-free interest rate		3.56	%		1.08	%
Expected dividend yield		0	%		0	%
Weighted-average grant date fair value per share	$	1.87		$	2.09

A summary of ARCA’s stock option activities for the years ended December 31, 2022 and 2021, and related information as of December 31, 2022, is as follows:


	Options Outstanding
	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Options outstanding - December 31, 2020		531,238		$	8.71
Granted		433,700			2.77
Exercised		—			—
Forfeited and cancelled		(60,815	)		12.71
Options outstanding - December 31, 2021		904,123		$	5.59		9.18	$	—
Granted		60,000			2.31
Exercised		—			—
Forfeited and cancelled		(259,163	)		4.74
Options outstanding - December 31, 2022		704,960		$	5.62		8.29	$	18
Options exercisable - December 31, 2022		308,237		$	8.69		7.90	$	5
Options vested and expected to vest - December 31, 2022		704,803		$	5.62		8.29	$	18

The aggregate intrinsic value in the table above represents the total intrinsic value, based on our closing price as of December 31 of the respective year, which would have been received by the option holders had all the option holders with in-the-money options exercised as of that date. As of December 31, 2022, the unrecognized compensation expense related to unvested options, excluding estimated forfeitures, was $971,000 which is expected to be recognized over a weighted average period of 1.9 years. The Company recognizes compensation costs for its share-based awards on a straight-line basis over the requisite service period for the entire award, as adjusted for expected forfeitures.

Restricted Stock Units

The Company granted restricted stock units (RSUs) under the Equity Plan to employees during 2022.The fair value of RSU awards is the closing price of the Company's common stock on the date of the grant and is recognized as compensation expense on a straight-line basis over the respective vesting period. The stock awards granted have a requisite service period of one year.

A summary of RSU activity for the year ended December 31, 2022 is presented below:


	Restricted Stock Units Outstanding
	Number of Shares		Weighted Average Grant Date Fair Value
RSUs outstanding - December 31, 2021		—	$	—
Granted		91,000		2.21
Vested and released		—		—
Forfeited and cancelled		—		—
RSUs outstanding - December 31, 2022		91,000	$	2.21

As of December 31, 2022, the total unrecognized compensation cost related to unvested stock awards was approximately $188,000. This cost will be recognized on a straight-line basis over the next 0.9 years and will be adjusted for estimated forfeitures.

Non-cash Stock-based Compensation

For the years ended December 31, 2022 and 2021, the Company recognized the following non-cash, share-based compensation expense (in thousands):


	Years Ended
	December 31,
	2022		2021
Research and development	$	133	$	160
General and administrative		423		337
Total	$	556	$	497

ARCA did not recognize any tax benefit related to employee stock-based compensation cost as a result of the full valuation allowance on its net deferred tax assets.