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STOCK-BASED COMPENSATION AND BENEFIT PLAN | 3 Months Ended
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Mar. 31, 2025
Equity [Abstract] |
STOCK-BASED COMPENSATION AND BENEFIT PLAN | STOCK-BASED COMPENSATION AND BENEFIT PLAN Stock-Based Compensation and Benefit Plans The Company incurred stock-based compensation expenses of $2.2 million and $2.4 million for the three months ended March 31, 2025 and 2024, respectively. Equity Incentive Plans The following table contains information about the Company's equity plans:
|  |  |  |  |  | March 31, 2025 |  | December 31, 2024
Title of Plan |  | Group Eligible |  | Type of Award Granted (or to be Granted) |  | Awards Outstanding |  | Additional Awards Authorized for Grant |  | Awards Outstanding |  | Additional Awards Authorized for Grant
Keryx Equity Plans(1)(2) |  | Employees, directors and consultants |  | Stock options and RSUs |  | 153,346 |  |  | — |  |  | 163,765 |  |  | — |
Akebia Therapeutics, Inc. 2014 Incentive Plan, as amended (2) (3) (the 2014 Plan) |  | Employees, directors, consultants and advisors |  | Stock options, RSUs, SARs and performance awards |  | 10,314,595 |  |  | — |  |  | 11,559,708 |  |  | — |
Akebia Therapeutics, Inc. 2023 Stock Incentive Plan(3) (the 2023 Plan) (replaced 2014 Plan) |  | Employees, officers, directors, consultants and advisors |  | Stock options, SARs, restricted stock, unrestricted stock, RSUs, performance awards, other share-based awards and dividend equivalents |  | 16,092,744 |  |  | 4,399,444 |  |  | 10,390,642 |  |  | 11,340,648 |
(1) The Keryx Equity Plans consist of the Keryx Biopharmaceuticals, Inc. 1999 Share Option Plan, Keryx Biopharmaceuticals, Inc., as amended, the 2004 Long-Term Incentive Plan, as amended, the Keryx Biopharmaceuticals, Inc. 2007 Incentive Plan, the Keryx Biopharmaceuticals Inc. Amended and Restated 2013 Incentive Plan and the Keryx Biopharmaceuticals, Inc. 2018 Equity Incentive Plan. (2) New awards are no longer being granted under these plans. (3) This table includes inducement awards that are subject to the terms and conditions of the applicable plan but were granted as inducement awards consistent with Nasdaq Listing Rule 5635(c)(4) and not under the applicable plan: 1,120,196 options included as outstanding under the 2014 Plan in the table and 2,274,138 options included as outstanding under the 2023 Plan in the table as of March 31, 2025 and 1,151,127 options included as outstanding under the 2014 Plan and 2,534,775 options included as outstanding under the 2023 Plan in the table as of December 31, 2024. Common Stock Options and Stock Appreciation Rights During the three months ended March 31, 2025, the Company issued 3,634,400 options to employees under the 2023 Plan. Options and SARs granted by the Company generally vest over periods of between 12 and 48 months, subject, in each case, to the individual’s continued service through the applicable vesting date. Options and SARs generally vest either 100% on the first anniversary of the grant date or in installments of (i) 25% at the one year anniversary and (ii) 12 equal quarterly installments beginning after the one year anniversary of the grant date, subject to the individual’s continuous service with the Company. Options and SARs generally expire ten years after the date of grant. The Company also maintains an inducement award program with a share pool that is separate from the Company's equity plans under which inducement awards may be granted consistent with Nasdaq Listing Rule 5635(c)(4). During the three months ended March 31, 2025, the Company granted 217,613 options to purchase shares of the Company’s common stock to new hires as inducements to such employees entering into employment with the Company, of which 211,088 options remained outstanding as of March 31, 2025. The Company grants annual service-based stock options to employees and directors and SARs to certain executives under the 2023 and 2014 Plans. In addition, the Company issues stock options to directors, new hires and occasionally to other employees not in connection with the annual grant process. Finally, the Company grants performance-based stock options which generally vest in connection with the achievement of specified commercial, regulatory and corporate milestones. The performance-based stock options also generally feature a time-based vesting component. The expense recognized for these awards is based on the grant date fair value of the Company’s common stock multiplied by the number of options granted and recognized over time based on the probability of meeting such commercial, regulatory and corporate milestones. The combined stock option activity for the three months ended March 31, 2025, is as follows:
| Stock Options |  | Weighted Average Exercise Price |  | Weighted-Average Contractual Life (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024 | 16,684,325 |  |  | $ | 3.19 |  |  | 7.17 years |  | $ | 6,797 |
Granted | 3,852,013 |  |  | $ | 2.23 |  |  | — |  |  | — |
Exercised | (604,325) |  |  | $ | 0.80 |  |  | — |  |  | — |
Expired | (249,474) |  |  | $ | 11.41 |  |  | — |  |  | — |
Canceled and forfeited | (580,529) |  |  | $ | 1.65 |  |  | — |  |  | — |
Outstanding at March 31, 2025 | 19,102,010 |  |  | $ | 3.01 |  |  | 7.54 years |  | $ | 6,152 |
Exercisable at March 31, 2025 | 9,208,835 |  |  | $ | 4.40 |  |  | 5.92 years |  | — |
As of March 31, 2025, there was approximately $13.2 million of unrecognized compensation costs related to stock options, which is expected to be recognized over a weighted average period of 3.17 years. Restricted Stock Units Generally, restricted stock units, or RSUs, granted by the Company vest in one of the following ways: (i) 100% of each RSU grant vests on the first anniversary of the grant date, (ii) one third of each RSU grant vests on the first, second and third anniversaries of the grant date, or (iii) one third of each RSU grant vests on the first anniversary of the grant date and the remaining two thirds vests in eight substantially equal quarterly installments beginning after the one year anniversary, subject, in each case, to the individual’s continued service through the applicable vesting date. The grant-date fair value of the RSUs is recognized as expense on a straight-line basis. The Company determines the fair value of the RSUs based on the closing price of the common stock on the date of the grants. The Company also periodically grants performance-based restricted stock units, or PSUs, to employees under the 2023 Plan and previously granted PSUs under the 2014 Plan. The PSUs granted by the Company generally vest in connection with the achievement of specified commercial, regulatory and corporate milestones. The PSUs also generally feature a time-based vesting component. The expense recognized for these awards is based on the grant date fair value of the Company’s common stock multiplied by the number of units granted and recognized over time based on the probability of meeting such commercial, regulatory and corporate milestones. In addition, the Company has granted PSUs to certain employees under the 2023 Plan with a market condition. The PSUs also generally feature a time-based vesting component. The Company uses a Monte Carlo simulation to determine fair value of the award at the grant date. The expense recognized for these awards is based on the calculated fair value multiplied by the number of the target units granted and is amortized over the service period. RSU and PSU activity is as follows:
| 2014 Plan |  | 2023 Plan
| Number of Shares |  | Weighted Average Fair Value |  | Number of Shares |  | Weighted Average Fair Value
Unvested as of December 31, 2024 | 1,321,423 |  |  | $ | 0.95 |  |  | 4,108,367 |  |  | $ | 1.59 |
Granted | — |  |  | $ | — |  |  | 4,126,200 |  | $ | 2.19 |
Vested | (566,321) |  |  | $ | 1.19 |  |  | (1,094,226) |  |  | $ | 1.68 |
Forfeited and canceled | (13,133) |  |  | $ | 0.63 |  |  | (423,635) |  |  | $ | 1.74 |
Unvested as of March 31, 2025 | 741,969 |  |  | $ | 0.76 |  |  | 6,716,706 |  |  | $ | 1.94 |
As of March 31, 2025, there was $12.2 million of unrecognized compensation costs related to time-based RSUs and PSUs, which is expected to be recognized over a weighted-average period of 2.38 years. Employee Stock Purchase Plan On June 6, 2019, the Company's stockholders approved the Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP. Under the ESPP substantially all employees may voluntarily enroll to purchase shares of the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the six-month offering period. An employee's payroll deductions under the ESPP are limited to 15% of the employee's compensation, and an employee may not purchase more than $25,000 worth of stock during any calendar year. In addition, an employee may not purchase more than 1,500 shares in any offering period. As of March 31, 2025 and December 31, 2024, a total of 4,354,707 and 4,448,069 shares of the Company’s common stock were available for future issuance under the ESPP, respectively. The Company issued 93,362 shares under the ESPP during the three months ended March 31, 2025. Stock-Based Compensation Expense The Black-Scholes option pricing model is used to estimate the fair value of the stock options. The weighted-average assumptions used in calculating the fair values of the rights to acquire stock under the 2023 Plan, the 2014 Plan and inducement awards were as follows:
|  | Three Months Ended March 31, |  |
Stock Options |  | 2025 |  | 2024 |  |  |  |
Risk-free interest rate |  | 4.00 | % | - | 4.38% |  | 3.90 | % | - | 4.23% |  |  |  |  |  |  |  |
Expected volatility |  | 111.97 | % | - | 117.83% |  | 111.33 | % | - | 114.25% |  |  |  |  |  |  |  |
Expected term (years) |  | 6.25 years | - | 6.25 years |  | 6.25 years | - | 6.25 years |  |  |  |  |  |  |  |
Expected dividend yield |  | —% |  | —% |  |  |  |
Weighted average grant date fair value |  | $1.92 |  | $1.46 |  |  |  |
The Company has classified stock-based compensation in its unaudited condensed consolidated statements of operations and comprehensive income (loss) as follows (in thousands):
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
Cost of goods sold | $ | 139 |  |  | $ | 87 |  |  |  |  |
Research and development | 467 |  |  | 419 |  |  |  |  |
Selling, general and administrative | 1,581 |  |  | 1,816 |  |  |  |  |
Restructuring | — |  |  | 38 |  |  |  |  |
Total stock-based compensation | $ | 2,187 |  |  | $ | 2,360 |  |  |  |  |

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent + Details
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