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STOCK AWARDS, WARRANTS AND OPTIONS

3 Months Ended

Mar. 31, 2024

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 three months ended March 31, 2024:


				Weighted Average
		Warrants		Exercise Price
Outstanding at December 31, 2023		5,041,403		$	5.61
Granted		—			—
Exercised		—			—
Outstanding at March 31, 2024		5,041,403		$	5.61

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


				Warrants Outstanding
				March 31,		December 31,		Exercise Price			Expiration
Type		Grant Date		2024		2023		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
Common Warrants		10/3/2023		4,935,621		4,935,621		$	5.70		10/3/2030
				5,041,403		5,041,403

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approved five stock option plans: (i) the 2006 Stock Option Plan, (ii) the 2012 Restated Equity Incentive Plan (which superseded the 2006 Stock Option Plan) (the “2012 Plan”), (iii) the 2012 Non-Employee Director Stock Option Plan (the “2012 Non-Employee Director Plan”), (iv) the 2020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 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, 2024 and 2023, 1,557,416 and 1,262,070 shares were added under the 2021 Plan, respectively.

As of March 31, 2024, 377,866 options remain available for issuance under the respective 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 not less than 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 March 31, 2024 and 2023 were approximately $4.59 and $3.47 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 during the three months ended March 31, 2024 and 2023:


		Three months ended March 31,
		2024		2023
Expected volatility		109 - 119	%	115 - 121	%
Expected term		5 - 7 years		5 - 7 years
Dividend yield		0	%	0	%
Risk-free interest rates		3.9 - 4.3	%	3.6 - 3.9	%

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


		Three months ended March 31,
		2024			2023
General and administrative		$	2,277,685		$	1,754,223
Research and development			987,727			440,561
Total		$	3,265,412		$	2,194,784

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 March 31, 2024, the total unrecognized fair value compensation cost related to non-vested stock options was approximately $21.2 million, which is expected to be recognized over a weighted average period of approximately 1.6 years.

The following is a schedule summarizing employee and non-employee stock option activity for the three months ended March 31, 2024:


		Number of		Weighted Average			Aggregate
		Options		Exercise Price			Intrinsic Value
Outstanding at December 31, 2023		8,227,404		$	3.46
Granted		2,541,226			5.28
Exercised		(10,512)			3.63		$	30,421
Expired/Cancelled		(129,358)			5.68
Outstanding at March 31, 2024		10,628,760		$	3.87		$	31,029,555
Exercisable at March 31, 2024		5,000,341		$	3.07		$	18,581,909

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.