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Share-based compensation and stockholders' equity
12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Share-based compensation and stockholders' equity Share-based compensation and stockholders' equity
Share-based compensation
The Company has two share-based employee compensation plans, the Emergent Plan and the Inducement Plan, which include stock options, performance stock options, restricted stock units, performance stock units and liability classified long-term incentive awards.
As of December 31, 2024, an aggregate of 31.2 million shares of common stock were authorized for issuance under the Emergent Plan, of which a total of approximately 6.7 million shares of common stock remain available for future awards to be made to plan participants. As of December 31, 2024, an aggregate of 5.0 million shares of common stock were authorized for issuance under the Inducement Plan and 4.0 million shares remain available for future awards to be made under the Inducement Plan. Additionally, during the year ended December 31, 2024, the Company granted an $8.0 million liability-classified long-term incentive award subject to performance based market conditions with the option to settle the award in any combination of cash or shares. The fair value of the liability-classified long-term incentive award was valued at grant using a Monte Carlo valuation model and will be revalued at each reporting period until the award is earned or expires. The long-term incentive award has a performance period of five years to vest based on the Company’s stock price performance.
Stock options and performance stock options
The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. The exercise price of each option must be not less than 100% of the fair market value of the shares underlying such option on the date of grant. Options granted under the Emergent Plan and the Inducement Plan have a contractual life of seven years. Set forth below are the assumptions used in valuing the stock options granted:
 
Year Ended December 31,
 
202420232022
Expected dividend yield%%%
Expected volatility
78%-96%
63%-69%
54%-62%
Risk-free interest rate
3.43%-4.67%
4.00%-4.46%
1.54%-4.31%
Expected average life of stock options
4.8 years4.5 years4.5 years
During the year ended December 31, 2024, the Company granted performance stock options. These awards vest the later of one year after the grant date or the achievement of the market based performance condition. The performance period is five years after the grant date and the awards expire seven years after the grant date. The related stock-based compensation is recognized over the requisite service period, taking into account the probability that the market based performance condition will be achieved. The Company utilized the Monte Carlo valuation model for estimating the fair value of performance stock options granted. Set forth below are the assumptions used in valuing the performance stock options granted:
 
Year Ended December 31,
 
202420232022
Expected dividend yield%— — 
Expected volatility67.1 %— — 
Risk-free interest rate
4.20%
— — 
Expected average life of performance stock options
4.7 years
— — 
The following is a summary of stock option and performance stock option award activity under the Emergent Plan and the Inducement Plan:
Number of Shares
Weighted-Average Exercise Price
Weighted Average Remaining Contractual Term (in Years)
Aggregate
Intrinsic Value
Stock options outstanding at December 31, 2023
1.1 $34.44 
Stock options granted (1)
5.0 $2.67 
Stock options exercised(0.1)$8.43 
Stock options forfeited(1.0)$4.44 
Stock options expired
(0.2)$50.57 
Stock options outstanding at December 31, 2024
4.8 $7.61 5.9$28.3 
Stock options exercisable at December 31, 2024
0.5 $45.12 3.2$0.1 
(1) Includes 0.8 million performance stock options that were granted in 2024 with a weighted average exercise price of $2.33 and are not exercisable as of December 31, 2024.
There was $0.3 million cash received from option exercises for the years ended December 31, 2024. There was no cash received from option exercises for the year ended December 31, 2023 and $0.5 million for the year ended December 31, 2022. There were no performance options exercised during the years ended December 31, 2024, 2023 and 2022.
The weighted average grant date fair value of options granted during the years ended December 31, 2024, 2023 and 2022 was $1.80, $5.35 and $17.85 per share, respectively. The intrinsic value of stock options exercised is the amount by which the market value of our common stock on the exercise date exceeds the exercise price. There was an immaterial intrinsic value of options exercised during the year ended December 31, 2024 and no intrinsic value of options exercised during the year ended December 31, 2023. There was $0.3 million of intrinsic value of options exercised during the year ended December 31, 2022.
The weighted average grant date fair value of performance options granted during the year ended December 31, 2024 was $1.13. There were no performance options granted during the years ended December 31, 2023 and 2022.
As of December 31, 2024, there was $5.5 million of unrecognized compensation cost related to stock options and $0.5 million of unrecognized compensation costs related to performance stock options. These costs are expected to be recognized over the weighted average periods of 2.0 years for stock options and 1.6 years for performance stock options.
Performance stock units and restricted stock units
The following is a summary of performance stock unit and restricted stock unit award activity under the Emergent Plan and the Inducement Plan:
Number of SharesWeighted-Average Grant Date Fair ValueAggregate
 Intrinsic Value
Stock awards outstanding at December 31, 2023
2.6 $16.57 $6.20 
Stock awards granted
0.2 $6.46 
Stock awards released(1.0)$20.62 
Stock awards forfeited (1)
(0.6)$14.45 
Stock awards outstanding at December 31, 2024
1.2 $12.01 $11.60 
(1) Performance stock units forfeited during the year ended December 31, 2024 are included at the target payout percentage, or 100%, of shares granted.
The total fair value of restricted stock unit awards released during the years ended December 31, 2024, 2023 and 2022 was $21.6 million, $31.8 million and $30.9 million, respectively. As of December 31, 2024, there was $5.6 million of unrecognized compensation cost related to unvested restricted stock units. This cost is expected to be recognized straight-line over a weighted average period of 1.1 years.
Performance stock units represent common stock potentially issuable in the future, subject to achievement of performance conditions. Our current outstanding performance stock units vest based on certain financial metrics over the applicable performance period. The vesting and payout range for our performance stock units is typically between 50% and up to 200% of the target number of shares granted at the end of a three-year performance period. There were no performance unit awards released during year ended December 31, 2024. The total fair value of performance unit awards released during the years ended December 31, 2023 and 2022 was $2.4 million and $2.5 million, respectively. As of December 31, 2024, there was $0.5 million of unrecognized compensation cost related to unvested performance stock units. That cost is expected to be recognized straight-line over a weighted average period of 1.0 year.
Share-based compensation expense
Share-based compensation expense, net of forfeitures was recorded in the following financial statement line items:
 Year Ended December 31,
202420232022
Cost of Commercial Product sales$— $0.1 $0.8 
Cost of MCM Product sales1.8 3.8 6.5 
Cost of Bioservices0.2 1.0 1.8 
R&D1.1 2.0 5.4 
Selling, general and administrative14.9 16.2 30.6 
Total share-based compensation expense$18.0 $23.1 $45.1 
Stockholders' equity
Preferred stock
The Company is authorized to issue up to 15.0 million shares of preferred stock, $0.001 par value per share (“Preferred Stock”). Any Preferred Stock issued may have dividend rights, voting rights, conversion privileges, redemption characteristics, and sinking fund requirements as approved by the Company's board of directors.
Common stock
The Company currently has one class of common stock, $0.001 par value per share common stock (“Common Stock”), authorized and outstanding. The Company is authorized to issue up to 200.0 million shares of Common Stock. Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters, except as may be provided by law.
2024 Issuance of Common Stock
In connection with the Term Loan Agreement, the Company entered into a Subscription Agreement, dated as of August 30, 2024 (the “Subscription Agreement”) with the lenders under the Term Loan Agreement, under which on September 17, 2024, the Company issued to the lenders 1.1 million shares of common stock with an aggregate value of $10.0 million, at a price per share of $8.98, which was based on the volume weighted average price per share of common stock for the 30 consecutive trading days ending on, but excluding, the tenth business day of the Term Loan Agreement. At inception, the Subscription Agreement represented a forward sale of the Company’s common stock (the “Forward”).
Since the number of shares issued under the Forward was determined based on a fixed monetary value established on August 30, 2024, which necessitated issuing a variable number of shares, the Forward was initially classified and recorded as a liability. As it was classified as a liability, the Forward had to be remeasured to its fair value upon settlement on September 17, 2024. Consequently, the Company recognized a gain of $1.6 million, which was recorded under “Other, net” in the Consolidated Statement of Operations for the year ended December 31, 2024. This gain resulted from a drop in stock price between the execution date of the Subscription Agreement and the actual issuance date of the shares. As of December 31, 2024, there was no remaining liability related to the Forward on the Consolidated Balance Sheets.
2024 Warrant Issuance
In connection with the Term Loan Agreement, the Company issued to the lenders Series I Warrants to purchase 1.0 million shares of common stock and Series II Warrants to purchase 1.5 million shares of common stock. The Warrants are currently exercisable and will expire on August 30, 2029. Because the Warrants could be cash settled based on events that are outside the control of the Company, it precludes the Warrants from applying the equity contract scope exception, and so are classified as a liability. As of December 31, 2024, the fair value of the Warrants was $16.2 million. See Note 8, “Fair value measurements,” for more information on the accounting treatment and valuation of the Warrants.
As of December 31, 2024, the Company had the following Warrants outstanding to acquire shares of its common stock:
Warrants OutstandingRange of Exercise
 Price per Share
Expiration Date
Warrants issued related to the Term Loan Agreement2.5
$9.88 - $15.72
August 2029
Total2.5
During the year ended December 31, 2024, no Warrants expired or were exercised.
At-the-Market Equity Offering Facility
In May 2023, the Company established an “at-the-market” equity offering program (the “ATM Program”) pursuant to which the Company may, from time to time, sell up to $150.0 million aggregate gross sales price of shares of its common stock through Evercore Group L.L.C. and RBC Capital Markets, LLC, as sales agents. There were no sales of the Company’s common stock under the ATM Program during the year ended December 31, 2024. Our Registration Statement on Form S-3 related to the ATM Program expired on August 9, 2024. The Company cannot sell any shares under the ATM Program until a new Registration Statement on Form S-3 is filed and becomes effective. During the second quarter of 2023, the Company sold 1.1 million shares of the Company’s common stock under the ATM Program for gross proceeds of $9.1 million, representing an average share price of $8.22 per share. As of December 31, 2024, $140.9 million aggregate gross sales price of shares of the Company’s common stock remains available for issuance under the ATM Program.