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STOCK AWARDS, WARRANTS AND OPTIONS

9 Months Ended

Sep. 30, 2023

STOCK AWARDS, WARRANTS AND OPTIONS

STOCK AWARDS, WARRANTS AND OPTIONS

3. STOCK AWARDS, WARRANTS AND OPTIONS

Warrants

The following table summarizes all warrant activity for the nine months ended September 30, 2023:


				Weighted Average
		Warrants		Exercise Price
Outstanding at December 31, 2022		105,782		$	1.37
Granted		—			—
Exercised		—			—
Outstanding at September 30, 2023		105,782		$	1.37

The following table summarizes all outstanding warrants to purchase shares of the Company’s common stock:


				Warrants Outstanding
				September 30,		December 31,		Exercise Price			Expiration
Type		Grant Date		2023		2022		per Share			Date

Common Warrants		12/19/2019		40,782		40,782		$	1.10		12/19/2024
Common Warrants		3/27/2020		65,000		65,000		$	1.5313		3/27/2025
				105,782		105,782

Subsequent to September 30, 2023, the Company issued warrants to purchase up to 4,935,621 shares of our common stock (see Note 9 – “Subsequent Events”).

Stock Options

The Company’s Board of Directors (the “Board”) has approved five stock option plans: (i) the 2006 Stock Option Plan, (ii) the 2012 Restated Equity Incentive Plan (which superseded the 2006 Stock Option Plan) (the “2012 Plan”), (iii) the 2012 Non-Employee Director Stock Option Plan (the “2012 Non-Employee Director Plan”), (iv) the 2020 Equity Incentive Plan (the “2020 Plan”), and (v) the 2021 Equity Incentive Plan (the “2021 Plan”). At this time, the Company only issues options under the 2020 Plan and the 2021 Plan and no longer issues options under the 2006 Stock Option Plan, the 2012 Plan, or the 2012 Non-Employee Director Plan.

In June 2020, the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”), which authorized 2,500,000 shares of common stock to be issued and allows for the grant of stock options as well as other forms of equity-based compensation. Pursuant to the “evergreen” provision, on January 1, 2021, 823,084 shares were added under the 2020 Plan. Once the 2021 Plan was approved on June 11, 2021, no new shares were added to the share reserve under the 2020 Plan pursuant to its “evergreen” provisions.

In June 2021, the Company’s stockholders approved the 2021 Plan, which authorized 3,500,000 shares of common stock reserved under the 2021 Plan for the issuance of stock awards. The number of shares available for issuance under the 2021 Plan shall be automatically increased on January 1 of each year, commencing with January 1, 2022, by an amount equal to the lesser of 5% of the outstanding shares of Common Stock as of the last day of the immediately preceding fiscal year or such number of shares determined by the compensation committee of the Board. On January 1, 2023 and 2022, 1,262,070 and 1,209,250 shares were added under the 2021 Plan, respectively.

As of September 30, 2023, 1,264,429 options remain available for issuance under the stock option plans.

The Company’s stock option plans are administered by the Board, in conjunction with the compensation committee of the Board, which determines the recipients and types of awards to be granted, as well as the number of shares subject to the awards, the exercise price and the vesting schedule. Each stock option granted will be designated in the award agreement as either an incentive stock option or a nonstatutory stock option. Notwithstanding such designation, however, to the extent that the aggregate fair market value of the shares with respect to which incentive stock options are exercisable for the first time by the participant during any calendar year (under all plans of the Company and any parent or subsidiary) exceeds $100,000, such options will be treated as nonstatutory stock options. Stock options are granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant, and generally vest over a period of one to four years. The term of stock options granted under each of the plans cannot exceed ten years.

The estimated weighted average fair value of the options granted during the three months ended September 30, 2023 and 2022 were approximately $4.93 and $4.41 per share, respectively. The estimated weighted average fair value of the options granted during the nine months ended September 30, 2023 and 2022 were approximately $3.88 and $3.04 per share, respectively.

The Company estimates the fair value of each option award using the Black-Scholes option-pricing model. The Company used the following assumptions to estimate the fair value of stock options issued in the nine months ended September 30, 2023 and 2022:


		Nine months ended September 30,
		2023		2022
Expected volatility		111 - 121	%	123 - 124	%
Expected term		5 - 7 years		6 - 7 years
Dividend yield		0	%	0	%
Risk-free interest rates		3.5 - 4.5	%	1.5 - 3.9	%

Employee and non-employee stock-based compensation expense was as follows:


		Three months ended September 30,						Nine months ended September 30,
		2023			2022			2023			2022

General and administrative		$	1,235,219		$	943,075		$	4,157,704		$	2,711,296
Research and development			481,974			144,058			1,372,985			599,070
Total		$	1,717,193		$	1,087,133		$	5,530,689		$	3,310,366

The Company does not recognize an income tax benefit as the Company believes that an actual income tax benefit may not be realized. For non-qualified stock options, the loss creates a timing difference, resulting in a deferred tax asset, which is fully reserved by a valuation allowance.

Common stock, stock options or other equity instruments issued to non-employees (including consultants) as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The fair value of stock options is determined using the Black-Scholes option-pricing model. The Company calculates the fair value for non-qualified options as of the date of grant and expenses over the applicable vesting periods. The Company accounts for forfeitures upon occurrence.

As of September 30, 2023, the total unrecognized fair value compensation cost related to non-vested stock options was approximately $14.4 million, which is expected to be recognized over a weighted average period of approximately 1.5 years.

The following is a schedule summarizing employee and non-employee stock option activity for the nine months ended September 30, 2023:


		Number of		Weighted Average			Aggregate
		Options		Exercise Price			Intrinsic Value
Outstanding at December 31, 2022		5,776,839		$	2.97
Granted		3,287,979			4.36
Exercised		(180,227)			2.56		$	364,525
Expired/Cancelled		(687,120)			3.80
Outstanding at September 30, 2023		8,197,471		$	3.47		$	3,692,525
Exercisable at September 30, 2023		3,859,994		$	2.83		$	3,173,089

The aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock for each of the respective periods.