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Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Stock-Based Compensation

Stock-Based Compensation

Note 12. Stock-Based Compensation

2017 Equity Incentive Plan

The Company’s 2017 Plan became effective in August 2017. Following the effective date of the Company's 2020 Plan, the Company ceased granting awards under the 2017 Plan, however, the terms and conditions of the 2017 Plan continue to govern any outstanding awards granted thereunder.

2020 Incentive Award Plan

The Company’s 2020 Plan was approved and became effective at the Company’s 2020 annual meeting of stockholders on May 20, 2020, and unless earlier terminated by the Board of Directors, will remain in effect until March 26, 2030. The 2020 Plan originally authorized for issuance the sum of (i) 911 shares of the Company’s common stock and (ii) 233 shares of the Company’s common stock, which represents the number of shares that remained available for issuance under the 2017 Plan immediately prior to the approval of the 2020 Plan by the Company’s stockholders. Any shares of common stock which, immediately prior to the approval of the 2020 Plan by the Company’s stockholders, were subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and are not issued under the 2017 Plan will increase the number of shares of common stock available for grant under the 2020 Plan. In addition, the number of shares available for issuance under the 2020 Plan will increase on the first day of each calendar year, beginning January 1, 2021 and ending on and including January 1, 2030, by a number of shares equal to the lesser of (A) 4% of the aggregate number of shares of the Company’s common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares of common stock as

determined by the Board of Directors. The shares available for issuance under the 2020 Plan increased by 1,197 shares and 1,126 shares on January 1, 2024 and 2023, respectively.

Stock options granted under the 2020 Plan have a term of ten years. The vesting schedule of all awards granted under the 2020 Plan is determined by the Board of Directors, which is generally four years.

As of September 30, 2024, there were 369 shares available to be granted under the 2020 Plan.

BTI Restricted stock units

The table below summarizes activity relating to BTI RSUs.



		Number of
		shares

Outstanding as of January 1, 2024		185
Granted		25
Cancelled		(6)
Vested		(69)
Outstanding as of September 30, 2024		135

During the three months ended September 30, 2024, the Company granted 20 time-based BTI RSUs which fully vest on the one-year anniversary of the grant date. During the nine months ended September 30, 2024, the Company granted 25 time-based BTI RSUs which fully vest on the one-year anniversary of the grant date. The average grant date fair value per share for the BTI RSUs for the three months ended September 30, 2024 was $1.20. The average grant date fair value per share for the BTI RSUs for the nine months ended September 30, 2024 was $1.46. During the nine months ended September 30, 2024, 6 BTI RSUs were cancelled. The outstanding RSUs generally vest over four years, with 25% vesting at the one-year anniversary of the grant date and the balance vesting ratably over the remaining 12 quarters of the vesting period. The weighted average grant date fair value per share for the BTI RSUs granted in 2023 was $19.62. Unrecognized stock-based compensation expense related to these awards was approximately $854 and $3,096 as of September 30, 2024 and 2023, respectively.

BTI Performance stock units

The table below summarizes activity relating to Performance Units related to BTI common stock.


		Number of
		shares

Outstanding as of January 1, 2024		527
Granted		1,388
Cancelled		(125)
Outstanding as of September 30, 2024		1,790

In July 2024, the Company granted 1,388 Performance Units to employees. The Performance Units vest on the one-year anniversary of the grant date, provided certain performance criteria are met. The weighted average value per share of Performance Units granted in 2024 was $1.20. None of the Performance Units had vested as of September 30, 2024. Unrecognized stock-based compensation expense related to these Performance Units expected to vest was zero as of September 30, 2024 since it is uncertain whether any performance criteria will be met.

In October 2023, the Company granted 543 Performance Units to employees. 209 Performance Units vest on the one-year anniversary of the grant date, and the remaining 334 Performance Units are performance based and vest on the one-year anniversary of the grant date, provided certain performance criteria are met. The weighted average value per share of Performance Units granted in 2023 and cancelled during 2023 and 2024 was $2.43. None of the Performance Units had vested as of September 30, 2024.

OnkosXcel profit sharing units

The table below summarizes activity relating to the PSUs associated with OnkosXcel as described below.



				Weighted average
		Number of		price per unit
		units		(in whole dollars)

Outstanding as of January 1, 2024		1,240		$	5,626
Granted		15		$	10,176
Cancelled		(79)		$	5,506
Forfeited		—		$	—
Outstanding as of September 30, 2024		1,176

Vested units as of September 30, 2024		906		$	5,557

During 2024, OnkosXcel Employee Holdings, LLC, a management holding company used to facilitate the grant of equity interests to service providers of OnkosXcel granted 15 individual (not in thousands) time-based PSUs related to OnkosXcel to certain employees of the Company in consideration for services provided to OnkosXcel. The PSUs represent indirect equity interests in OnkosXcel. These PSUs vest ratably over 48 months.

During 2023, OnkosXcel Employee Holdings, LLC, granted 30 individual (not in thousands) time-based PSUs related to OnkosXcel to certain employees of the Company in consideration for services provided to OnkosXcel. The PSUs represent indirect equity interests in OnkosXcel. All PSUs, other than those granted to certain executive employees of the Company, vest ratably over 48 months. PSUs granted to certain executive employees of the Company, vested ratably over 24 months.

The fair values of PSUs granted during 2024 were estimated at the date of grant using a Black-Scholes option pricing model and assumptions below.



		2024 grant profit share unit valuation inputs

Expected volatility		97.4	%
Risk-free rate of interest		3.6	%
Expected dividend yield		—	%
Expected term		5.8	years

Unrecognized stock-based compensation expense related to these awards was $496 and $3,203 at September 30, 2024 and 2023, respectively.

OnkosXcel restricted stock units

The table below summarizes activity relating to the OnkosXcel RSUs.



		Number of
		units

Outstanding as of January 1, 2024		225
Granted		—
Vested		(35)
Cancelled		(8)
Outstanding as of September 30, 2024		182

During the year ended December 31, 2023, the Company granted 225 individual (not in thousands) OnkosXcel RSUs to certain employees. 125 of the OnkosXcel RSUs vest upon the earlier to occur of (a) 180 days after an initial public offering of OnkosXcel, or (b) a change in control of OnkosXcel. The remaining OnkosXcel RSUs vest over four years, with 25% vesting at the one-year anniversary of the grant date and the balance vesting ratably over the remaining 12 quarters of the vesting period. The weighted average grant date fair value per unit for the OnkosXcel RSUs was approximately $10. Unrecognized stock-based compensation expense related to the awards expected to vest was approximately $261 and $2,151 as of September 30, 2024 and 2023, respectively.

BTI Stock options

A summary of the Company’s stock option activity for the nine months ended September 30, 2024 is presented below.



		Number of		Weighted average
		shares		price per share

Outstanding as of January 1, 2024		4,976		$	18.52
Granted		632		$	1.25
Forfeited		(141)		$	17.77
Cancelled		(238)		$	21.48
Exercised		—		$	—
Outstanding as of September 30, 2024		5,229		$	16.32

Options vested and exercisable as of September 30, 2024		3,895		$	18.16

As of September 30, 2024, the intrinsic value of options outstanding was $248. The intrinsic value for stock options is calculated based on the difference between the exercise prices of the underlying awards and the quoted stock price of the Company’s common stock as of the reporting date.

No stock options were exercised for the three and nine months ended September 30, 2024. The total intrinsic value of stock options exercised for the nine months ended September 30, 2023 was $5,928. No stock options were exercised for the three months ended September 30, 2023. As of September 30, 2024 and 2023, the total intrinsic value of stock options exercisable was $248 and $2,628, respectively.

The weighted average grant date fair value per share of options vested as of September 30, 2024 was $13.59.

The weighted average remaining contractual life is 5.1 years for options exercisable as of September 30, 2024. The weighted average remaining contractual life was 6.0 years for options outstanding as of September 30, 2024.

Unrecognized compensation expense related to unvested BTI stock option awards as of September 30, 2024 was $3,651 and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.4 years.

Stock-Based Compensation

The fair value of BTI stock options granted during the nine months ended September 30, 2024 and 2023 was estimated using the Black-Scholes pricing model with the following assumptions:



		Nine months ended							Nine months ended
			September 30, 2024						September 30, 2023

Expected term			5.5	years	-	6.1	years		5.5	years	-	6.1	years
Expected stock price volatility			108.0	%	-	112.5	%		96.6	%	-	109.2	%
Risk-free rate of interest			4.0	%	-	4.5	%		3.5	%	-	4.4	%
Expected dividend yield			0.0	%	-	0.0	%		0.0	%	-	0.0	%

In 2023, the Company began using the historical volatility of its common stock to estimate volatility. Prior to 2023, volatility was estimated using a combination of the historical volatility of publicly traded peer companies and that of the Company’s common stock. The expected term of the awards is estimated based on the simplified method, which calculates the expected term based upon the midpoint of the life of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The expected dividend yield is zero percent as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are determined by reference to the U.S. Treasury yield curve in effect at the time of grant, with maturities approximating the expected term of the stock options. The fair value of the underlying common stock is generally determined as the closing price of the Company’s common stock on The Nasdaq Capital Market on the grant date, with consideration of whether there is material nonpublic information that could impact that estimated fair value when it is released.

The Company recognized stock-based compensation expense related to awards issued under the 2017 Plan and the 2020 Plan, as well as the OnkosXcel RSUs and PSUs, of $1,865 and $4,014 for the three months ended September 30, 2024 and 2023, respectively, and $6,355 and $15,015 for the nine months ended September 30, 2024 and 2023, respectively, which were comprised as follows:


		Three months ended September 30,						Nine months ended September 30,
		2024			2023			2024			2023

Research and development		$	884		$	1,645		$	2,446		$	4,840
Selling, general and administrative			981			2,369			3,909			10,175
Total		$	1,865		$	4,014		$	6,355		$	15,015

2020 Employee Stock Purchase Plan

The Company’s 2020 Employee Stock Purchase Plan (the “ESPP”) was also approved and became effective at the Company’s 2020 annual meeting of stockholders on May 20, 2020. The ESPP is designed to assist eligible employees of the Company with the opportunity to purchase the Company’s common stock at a discount through accumulated payroll deductions during successive offering periods. The aggregate number of shares that were initially available to be issued pursuant to rights granted under the ESPP was 100 shares of common stock. In addition, the number of shares available for issuance under the ESPP increases on the first day of each calendar year, beginning on January 1, 2021 and ending on and including January 1, 2030, by a number of shares of common stock equal to the lesser of (a) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board of Directors. The number of shares that may be issued or transferred pursuant to rights granted under the component of the ESPP that is intended to qualify for favorable U.S. federal tax treatment

under Section 423 of the Internal Revenue Code (the “Section 423 Component”) shall not exceed 500 shares. The purchase price will be determined by the administrator of the ESPP and, for purposes of the Section 423 Component, shall not be less than 85% of the fair value of a share on the first trading day or on the last trading day of the applicable offering period, whichever is lower. The shares available for issuance under the ESPP increased by 299 shares and 281 shares on January 1, 2024 and 2023, respectively. To date, no shares have been sold under the ESPP. There were 1,204 shares available for issuance as of September 30, 2024.