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Stock-based Compensation
6 Months Ended
Jun. 30, 2024
Share-based Payment Arrangement [Abstract]  
Stock-based Compensation

8. Stock-based Compensation

 

2006 Equity Incentive Plan and Amendment to 2006 Plan

Private CalciMedica adopted an equity incentive plan in 2006 (“2006 Plan”) that provides for the issuance of common stock to employees, non-employee directors and consultants. Recipients of incentive stock options are eligible to purchase common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2006 Plan provides for the grant of incentive stock options, non-statutory stock options and stock purchase rights. The maximum contractual term of options granted under the 2006 Plan is ten years. The options generally vest 25% on the first anniversary of the grant date, with the balance vesting ratably over the following 36 months. Pursuant to the Merger Agreement, the Company assumed the 2006 Plan and all stock options issued and outstanding under the 2006 Plan.

2023 Equity Incentive Plan

The Company adopted 2023 Equity Incentive Plan (the “2023 Plan”), which became effective at the closing of the Merger and replaced our 2020 Equity Incentive Plan (“2020 Plan”) on the effective date of the Merger. As of the effective date of the Merger, there were 1,000,000 shares of the Company’s common stock available for grant under the 2023 Plan. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 Plan of up to 5% of shares of the Company’s common stock outstanding (or a lesser number determined by the Company’s board of directors). As of June 30, 2024, 228,475 options have been returned of which 223,108 (granted under the 2020 Plan) are unavailable for future grant. Effective January 1, 2024, the shares reserved for issuance under the 2023 Plan was increased by 287,725. As of June 30, 2024, 55,060 shares were available for grant under the 2023 Plan.

2023 Employee Stock Purchase Plan

The Company adopted the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) which became effective at the closing of the Merger. As of the effective time of the Merger, there were 65,000 shares of the Company’s common stock reserved for issuance under the 2023 ESPP. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 ESPP of the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 195,000 shares of the Company’s common stock, or (iii) such lesser number of shares of the Company’s common stock as determined by the Company’s board of directors. An annual increase of 57,545 shares of the Company’s common stock was automatically added to the share reserve under the 2023 ESPP on January 1, 2024.

As of June 30, 2024, no shares have been issued under the 2023 ESPP.

The following table summarizes the stock option transactions for the 2023 Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Options

 

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

 

Aggregate Intrinsic Value (in thousands)

 

Outstanding at December 31, 2023

 

 

1,739,270

 

 

$

 

15.71

 

 

 

6.99

 

 

$

 

76

 

Granted

 

 

631,250

 

 

 

 

4.17

 

 

 

9.74

 

 

 

 

 

Exercised

 

 

(1,091

)

 

 

 

3.25

 

 

 

 

 

 

 

 

Cancelled

 

 

(228,475

)

 

 

 

75.27

 

 

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

2,140,954

 

 

$

 

5.95

 

 

 

8.12

 

 

$

 

644

 

Vested and exercisable at June 30, 2024

 

 

1,001,228

 

 

$

 

6.92

 

 

 

6.83

 

 

$

 

338

 

There were 1,091 options exercised during the six months ended June 30, 2024. The weighted-average fair value of options granted during the six months ended June 30, 2024 and 2023 was $4.17 and $4.47 per share, respectively. The total fair value of shares vested was $0.8 million for the six months ended June 30, 2024. The total fair value of shares vested as of June 30, 2023 was $11.6 million (includes $10.5 million related to the acceleration of vesting of the Graybug stock awards at the date of the Merger).

As of June 30, 2024, stock-based compensation not yet recognized is $3.6 million, which the Company expects to recognize over an estimated weighted-average term of 2.8 years.

The following are the underlying assumptions in Black-Scholes to determine the fair value of the stock option grants for the six months ended June 30, 2024 and 2023:

 

 

 

Six Months Ended June 30,

 

 

2024

 

2023

Risk free interest rate

 

2.96%

 

3.50%-3.56%

Expected volatility

 

89%

 

75%-76%

Expected term (years)

 

6.08

 

6.25

Expected dividend yield

 

0%

 

0%

Stock-based Compensation Expense

Stock-based compensation expense recognized for options and restricted stock units granted was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development

 

$

190

 

 

$

161

 

 

$

361

 

 

$

2,242

 

General and administrative

 

 

296

 

 

 

302

 

 

 

539

 

 

 

9,347

 

Total stock-based compensation expense

 

$

486

 

 

$

463

 

 

$

900

 

 

$

11,589

 

The stock-based compensation expense for the six months ended June 30, 2023, includes one-time charges for the acceleration of vesting of the Graybug stock options at the date of the Merger of $1.9 million and $8.6 million in research and development and general and administrative expenses, respectively.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following at June 30, 2024:

 

 

 

June 30,

 

 

 

2024

 

Common stock warrants

 

 

6,036,552

 

Stock options issued and outstanding

 

 

2,140,954

 

Shares available for issuance under the 2023 Plan

 

 

55,060

 

Shares available under the 2023 ESPP

 

 

122,545

 

Total

 

 

8,355,111