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Equity Incentive Plans

3 Months Ended

Mar. 31, 2024

Equity Incentive Plan

Equity Incentive Plan

14. Equity Incentive Plans

On September 24, 2020, the Board adopted the 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”). The 2020 Omnibus Plan provided for the granting of equity-based awards to our named executive officers, other employees, consultants and non-employee directors at a price to be determined by the Company’s Board. On May 12, 2022, the Board approved the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which was approved at the Company’s annual meeting of stockholders on June 16, 2022. The 2022 Plan is the successor to and continuation of the 2020 Omnibus Plan. The total number of shares reserved for issuance under the 2022 Plan (including shares remaining available under the 2020 Omnibus Plan) is 1,800,000, which increases automatically by 6% every year on January 1, based on the number of shares of common stock issued and outstanding as of the previous year-end. No incentive stock options may be granted under the 2022 Plan after May 12, 2032 and the Board may suspend or terminate the 2022 Plan at any time. The Board is responsible for administering the 2022 Plan.

In addition to the above, on December 23, 2021, the Board adopted the Inducement Equity Incentive Plan (the “2021 Inducement Equity Incentive Plan”), intended to induce new employees to join the Company for the benefit of individuals who satisfy the standards for inducement grants under Rule 5635(c)(4) of the Nasdaq Listing Rules. The maximum number of shares reserved for issuance pursuant to awards granted under the 2021 Inducement Equity Incentive Plan is 1,000,000.

Stock Option Grants

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The following table summarizes the Company’s stock option activity for the three months ended March 31, 2024:

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​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	​	​	​	Weighted Average	​	​	​
​	​	​	​	​	Grant Date	​	​	Weighted Average
​		Shares		​	Fair Value		​	Exercise Price
Options outstanding as of December 31, 2023		2,574,299	​	$	3.06	​	$	4.52
Options granted		1,097,500		​	2.74	​	​	4.31
Options exercised		(15,983)		​	2.62	​	​	3.61
Options cancelled/forfeited		(125,000)		​	3.47	​	​	4.77
Options outstanding as of March 31, 2024		3,530,816		$	2.95	​	$	4.45

​

As of March 31, 2024, unrecognized compensation costs associated with the stock options grants was $6.1 million and will be recognized over a period of 4 years.

The assumptions that the Company used to determine the grant-date fair value of stock options granted during the periods ended March 31, 2024 and 2023 were as follows, presented on a weighted-average basis:

​

​	​	​	​	​	​
​	​	Three Months Ended March 31,			​
​	​	2024	​	2023	​
Grant date fair value	$	2.74	$	3.46	​
Volatility		67	%	77	%
Expected term (years)		5.96	​	6.93	​
Risk-free interest rate		4.27	%	3.38	%
Expected dividend yield		—	​	—	​

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Restricted Stock Units and Performance Restricted Stock Units

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The following table summarizes the Company’s RSUs and PRSUs activity for the three months ended March 31, 2024:

​

​	​	​	​	​	​	​
​	​	​	​	​	​	​
​	​	​	​	​	​	Weighted Average
​	​	​	​	​	​	Grant Date Fair
​		​	Number of Shares	​	​	Value per Share
Outstanding as of December 31, 2023	​	​	493,799	​	$	2.54
Granted	​	​	25,000	​	​	4.37
Vested	​	​	(31,125)	​	​	4.19
Cancelled/forfeited	​	​	(118,764)	​	​	4.49
Outstanding as of March 31, 2024	​	​	368,910	​	$	1.90
Total unrecognized expense remaining	​	$	689,297	​	​	​
Years expected to be recognized over	​	​	3.00	​	​	​

​

​

In December 2021, the Compensation Committee of the Board approved 200,000 awards of performance-based restricted stock units (“PRSUs”) to an executive officer of the Company, subject to vesting on the achievement of certain services, business development and clinical development performance criteria. The grant date fair value for these PRSUs award was determined to be nil under ASC 718 based upon a determination that as of the grant date, it was not probable that the performance conditions will be achieved. The Company evaluates the performance targets in the context of its business development plan and product candidates’ development pipeline and recognized compensation expense based on the probable number of PRSUs that will ultimately vest. The potential fair value for the PRSU award, based on achieving the maximum level of performance under the award as of the grant date, was calculated to be $1.1 million, using the closing price of the Company’s common stock at grant date.

Options, RSUs and PRSUs do not have voting rights and the underlying shares are not considered issued and outstanding.

The total stock-based compensation expense for stock options, RSUs and PRSUs, granted to employees and non-employees, has been reported in the Company’s consolidated statements of operations as follows:

​

​	​	​	​	​	​
​	​	Three Months Ended March 31			​
​		2024		2023
Research and development		182,237		166,869
General and administrative		8,187		398,563
Total stock-based compensation	$	190,424	$	565,432	​

​

The decrease in stock-based compensation expense is mainly related to the forfeitures of unvested options and RSU granted during the previous period.

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The entire disclosure for compensation costs, including compensated absences accruals, compensated absences liability, deferred compensation arrangements and income statement compensation items. Deferred compensation arrangements may include a description of an arrangement with an individual employee, which is generally an employment contract between the entity and a selected officer or key employee containing a promise by the employer to pay certain amounts at designated future dates, usually including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period, the number of shares (units) issued during the period under such arrangements, and the carrying amount as of the balance sheet date of the related liability.

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-Topic 710
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-Topic 710
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