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Note 7 - Stockholders' Equity and Stock-based Compensation Expense

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Shareholders' Equity and Share-Based Payments [Text Block]

Note 7. Stockholders’ Equity and Stock-Based Compensation Expense

2022 Registered Direct Offering

On November 22, 2022, the Company completed a common stock offering pursuant to which certain investors purchased 1,666,667 shares of common stock at a price of $30.00 per share. Net proceeds of the offering were approximately $47.3 million after deducting offering expenses.

At-the-Market Common Stock Offering

On May 1, 2023, the Company entered into an at-the-market offering program (“ATM”) to sell, from time to time, shares of Company common stock having an aggregate offering price of up to $200 million in common stock pursuant to a shelf registration statement that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2023 and became effective immediately upon filing. The Company is obligated to pay a commission of up to 3% of the gross proceeds from the sale of shares of common stock in the offering. The Company is not obligated to sell any shares in the offering.

There were no common stock sales under the ATM during the three and nine months ended September 30, 2023.

In March 2020, the Company entered into an at-the-market offering program (“2020 Program”) to sell, from time to time, shares of Company common stock having an aggregate offering price of up to $100 million in transactions pursuant to a shelf registration statement that was declared effective by the SEC on May 5, 2020. The Company gave notice of termination for the 2020 Program on April 26, 2023, which was effective May 1, 2023. There were no common stock sales under the 2020 Program through its termination.

Stock Option and Performance Award Activity in 2023

During the nine months ended September 30, 2023, stock options and unvested Performance Awards outstanding under the Company’s stock option plans changed as follows:

		*Stock Options*				*Performance Awards*
Outstanding as of December 31, 2022			2,529,448				7,142
Options granted			132,000				—
Options exercised			(495,299	)			—
Options forfeited/canceled			(7,142	)			—
Outstanding as of September 30, 2023			2,159,007				7,142

The weighted average exercise price per share of options outstanding at September 30, 2023 was $13.71. As outstanding options vest over the current remaining vesting period of 2.3 years, the Company expects to recognize stock-based compensation expense of $8.0 million. If and when outstanding Performance Awards vest, the Company will recognize stock-based compensation expense of $0.1 million over the implicit service period.

During the three months ended September 30, 2023, there were 214,124 stock options exercised. Of the stock options exercised, 3,853 stock options were net settled in satisfaction of the exercise price, with no cash proceeds received. Cash proceeds to the Company for options not net settled totaled $464,000 during the three months ended September 30, 2023.

During the nine months ended September 30, 2023, there were 495,299 stock options exercised. Of the stock options exercised, 101,058 stock options were net settled in satisfaction of the exercise price, with no cash proceeds received. Cash proceeds to the Company for options not net settled totaled $1,417,000 during the nine months ended September 30, 2023.

Subsequent to September 30, 2023, there were 800,000 stock options granted to officers and employees at an exercise price of $17.54 per share.

Stock-based Compensation Expense in 2023

During the three and nine months ended September 30, 2023 and 2022, the Company’s stock-based compensation expense was as follows (in thousands):

		*Three months ended*								*Nine months ended*
		*September 30,*								*September 30,*
		*2023*				*2022*				*2023*				*2022*
Research and development		$	405			$	399			$	1,186			$	1,234
General and administrative			544				70				1,271				216
Total stock-based compensation expense		$	949			$	469			$	2,457			$	1,450

2018 Equity Incentive Plan

The Company’s Board of Directors (the “Board”) or a designated committee of the Board is responsible for administration of the Company’s 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”) and determines the terms and conditions of each option granted, consistent with the terms of the 2018 Plan. The Company’s employees, directors, and consultants are eligible to receive awards under the 2018 Plan, including grants of stock options and Performance Awards. Share-based awards generally expire 10 years from the date of grant. The 2018 Plan, as amended on May 5, 2022, provides for issuance of up to 5,000,000 shares of common stock, par value $0.001 per share, subject to adjustment as provided in the 2018 Plan.

When stock options or Performance Awards are exercised net of the exercise price and taxes, the number of shares of stock issued is reduced by the number of shares equal to the amount of taxes owed by the award recipient and that number of shares are cancelled. The Company then uses its cash to pay tax authorities the amount of statutory taxes owed by and on behalf of the award recipient.