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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 12. Stock-Based Compensation Employee Stock Plans Employee Stock Purchase Plan The Company maintains an Employee Stock Purchase Plan (the “Purchase Plan”), which is intended to qualify as an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code. Under the Purchase Plan, the Company’s Board of Directors may authorize participation by eligible employees, including officers, in periodic offerings. Under the Purchase Plan, eligible employee participants may purchase shares of common stock of the Company at a purchase price equal to 85% of the lower of the fair market value per share on the start date of the offering period or the fair market value per share on the purchase date. The Purchase Plan consists of a fixed offering period of 12 months with two purchase periods within each offering period. In June 2020, the Company’s stockholders approved an amendment and restatement of the Purchase Plan that increased the aggregate number of shares of common stock authorized for issuance under the Purchase Plan by 1.5 million shares. In June 2024, the Company’s stockholders approved an amendment and restatement of the Purchase Plan that increased the aggregate number of shares of common stock authorized for issuance under the Purchase Plan by 2.0 million shares. At December 31, 2024, the Company had 2.3 million shares available for future issuance. Equity Incentive Plans The Company also maintains an equity compensation plan to provide long-term incentives for employees, contractors, and members of its Board of Directors. 2008 Equity Incentive Plan Prior to the approval by the Company’s stockholders in June 2024 of the 2024 Equity Incentive Plan (the “2024 Plan”), the Company granted equity awards from the 2008 Equity Incentive Plan and its subsequent amendments (collectively, the “Amended 2008 Plan”). The Amended 2008 Plan allowed for the issuance of non-statutory and incentive stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, other stock-related awards, and performance awards which may be settled in cash, stock, or other property. In June 2019, the Company’s stockholders approved an amendment and restatement of the Amended 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance by 11.8 million shares. In June 2020, the Company’s stockholders approved an amendment and restatement of the Amended 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance by 5.0 million shares. In June 2021, the Company’s stockholders approved an amendment and restatement of the Amended 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance by 7.6 million shares. In June 2022, the Company’s stockholders approved an amendment and restatement of the Amended 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance by 12.0 million shares. In June 2023, the Company’s stockholders approved an amendment and restatement of the Amended 2008 Plan that increased the aggregate number of shares of common stock authorized for issuance by 7.0 million shares. Following the approval by the Company’s stockholders in June 2024 of the 2024 Plan, no additional awards will be granted under the Amended 2008 plan. Option awards under the Amended 2008 Plan generally have a maximum term of ten years from the date of the award. The Amended 2008 Plan generally required options to be granted at 100% of the fair market value of the Company’s common stock subject to the option on the date of grant. Options granted by the Company to employees generally vest over four years. RSUs are measured based on the fair market value of the underlying stock on the date of grant. RSUs granted by the Company to employees generally vest over three to four years. Performance-based stock awards granted under the Amended 2008 Plan were limited to 500,000 shares of common stock per recipient per calendar year. Performance-based cash awards granted under the Amended 2008 Plan were limited to $1.0 million per recipient per calendar year. At December 31, 2024, 2.6 million shares of performance-based stock awards were outstanding. 2024 Equity Incentive Plan In June 2024, the Company’s stockholders approved the 2024 Plan. The 2024 Plan is intended as the successor to and continuation of the Amended 2008 Plan. No additional awards will be granted under the Amended 2008 Plan. The shares remaining available for grant under the Amended 2008 Plan as of the effective date of the 2024 Plan, plus an additional 5.0 million shares of common stock are available for grant and issuance under the 2024 Plan. In addition, the following shares of common stock subject to any outstanding award granted under either the Amended 2008 Plan or the Cerus Corporation Inducement Plan will become available for grant and issuance under the 2024 Plan: (i) any shares subject to such award that on or following the effective date of the 2024 Plan are not issued because such award expires or otherwise terminates without all of the shares covered by such award having been issued; (ii) any shares subject to such award that on or following the effective date of the 2024 Plan are not issued because such award is settled in cash; and (iii) any shares issued pursuant to such award that on or following the effective date of the 2024 Plan are forfeited back to or repurchased by us because of a failure to vest. Option awards under the 2024 Plan generally have a maximum term of ten years from the date of the award. The 2024 Plan generally requires options to be granted at 100% of the fair market value of the Company’s common stock subject to the option on the date of grant. Options granted by the Company to employees generally vest over four years. RSUs are measured based on the fair market value of the underlying stock on the date of grant. RSUs granted by the Company to employees generally vest over three to four years. At December 31, 2024, the Company had approximately 26.0 million shares of its common stock subject to a combination of outstanding options and unvested RSUs outstanding under the 2024 Plan, of which approximately 12.3 million shares and 13.7 million shares were subject to outstanding options and unvested RSUs, respectively. Approximately 12.7 million shares were available for future issuance under the 2024 Plan. The Company’s policy is to issue new shares of common stock upon the exercise of options or vesting of RSUs. Activity under the Company’s equity incentive plans related to stock options is set forth below (in thousands except per share amounts):
|  | Number of Options Outstanding |  |  | Weighted Average Exercise Price per Share |
Balance at December 31, 2023 |  |  | 14,515 |  |  | $ | 5.20 |
Granted |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |
Forfeited/canceled |  |  | (2,218 | ) |  |  | 5.79 |
Balance at December 31, 2024 |  |  | 12,297 |  |  |  | 5.10 |
Activity under the Company’s equity incentive plans related to RSUs is set forth below (in thousands except per share amounts):
|  | Number of RSUs Unvested |  |  | Weighted Average Grant Date Fair Value per Share |
Balance at December 31, 2023 |  |  | 10,686 |  |  | $ | 3.74 |
Granted (1) |  |  | 7,729 |  |  |  | 2.14 |
Vested (1) |  |  | (4,029 | ) |  |  | 4.22 |
Forfeited (1) |  |  | (725 | ) |  |  | 3.02 |
Balance at December 31, 2024 |  |  | 13,661 |  |  |  | 2.73 |
(1) Includes shares issuable under performance-based restricted stock unit awards. The total fair value of RSUs as of their respective vesting dates, for the years ended December 31, 2024, 2023 and 2022, were $8.4 million, $8.7 million and $15.0 million, respectively. Information regarding the Company’s stock options outstanding, stock options vested and expected to vest, and stock options exercisable at December 31, 2024, was as follows (in thousands except weighted average exercise price and contractual term):
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (Years) |  | Aggregate Intrinsic Value |
Balance at December 31, 2024 |  |  |  |  |  |  |  |  |  |  |
Stock options outstanding |  |  | 12,297 |  |  | $ | 5.10 |  |  |  | 3.60 |  |  | — |
Stock options vested and expected to vest |  |  | 12,295 |  |  |  | 5.10 |  |  |  | 3.60 |  |  | — |
Stock options exercisable |  |  | 11,796 |  |  |  | 5.06 |  |  |  | 3.46 |  |  | — |
The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the stock option and the Company’s closing stock price on the last trading day of each respective fiscal period. There were no stock options exercised during the years ended December 31, 2024 and December 31, 2023. The total intrinsic value of options exercised for the year ended December 31, 2022 was $1.1 million. The total intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of the Company’s common stock as of the close of the exercise date. Stock-based Compensation Expense Stock-based compensation expense recognized on the Company’s consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, was as follows (in thousands):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Research and development |  | $ | 5,897 |  |  | $ | 5,823 |  |  | $ | 5,635 |
Selling, general and administrative |  |  | 16,970 |  |  |  | 14,448 |  |  |  | 18,821 |
Total stock-based compensation expense |  | $ | 22,867 |  |  | $ | 20,271 |  |  | $ | 24,456 |
Stock-based compensation expense in the above table does not reflect any income taxes as the Company has experienced a history of net losses since its inception and has a nearly full valuation allowance on its deferred tax assets. In addition, there was neither income tax benefits realized related to stock-based compensation expense nor any stock-based compensation costs capitalized as part of an asset during the years ended December 31, 2024, 2023 and 2022. As of December 31, 2024, the Company expects to recognize the remaining unamortized stock-based compensation expense of $1.4 million related to non-vested stock options and $19.5 million related to RSUs, net of estimated forfeitures, over an estimated remaining weighted average period of 1.0 years and 1.3 years, respectively. Valuation Assumptions for Stock-based Compensation The Company uses the Black-Scholes option pricing model to determine the grant-date fair value of stock options and employee stock purchase plan rights. The Black-Scholes option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables, which include the expected term of the grants, actual and projected employee stock option exercise behaviors, including forfeitures, the Company’s expected stock price volatility, the risk-free interest rate and expected dividends. The Company recognizes the grant-date fair value of the stock award as stock-based compensation expense on a straight-line basis over the requisite service period, which is the vesting period, and is adjusted for estimated forfeitures. The expected life of the stock options is based on observed historical exercise patterns. Groups of employees having similar historical exercise behavior are considered separately for valuation purposes. The Company estimates stock option forfeitures based on historical data for employee groups. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. The expected volatility is estimated by using historical volatility of the Company’s common stock. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term commensurate with the expected term of the option. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero. The weighted average assumptions used to value the Company’s stock-based awards for the years ended December 31, 2024, 2023 and 2022, was as follows:
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Stock Options: |  |  |  |  |  |  |  |  |
Expected term (in years) |  |  | — |  |  |  | — |  |  |  | 6.82 |
Estimated volatility |  |  | — |  |  |  | — |  |  |  | 55 | %
Risk-free interest rate |  |  | — |  |  |  | — |  |  |  | 1.89 | %
Expected dividend yield |  |  | — |  |  |  | — |  |  |  | 0 | %
Employee Stock Purchase Plan Rights: |  |  |  |  |  |  |  |  |
Expected term (in years) |  |  | 0.75 |  |  |  | 0.75 |  |  |  | 0.74 |
Estimated volatility |  |  | 79 | % |  |  | 70 | % |  |  | 56 | %
Risk-free interest rate |  |  | 4.66 | % |  |  | 5.29 | % |  |  | 2.25 | %
Expected dividend yield |  |  | 0 | % |  |  | 0 | % |  |  | 0 | %
There were no stock options granted during the year ended December 31, 2024 and December 31, 2023. The weighted average grant-date fair value of stock options granted during the year ended December 31, 2022 was $3.12 per share. The weighted average grant-date fair value of employee stock purchase rights during the years ended December 31, 2024, 2023 and 2022, was $0.92 per share, $0.88 per share and $1.63 per share, respectively.

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