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EQUITY INCENTIVE PLAN

9 Months Ended

Sep. 30, 2023

EQUITY INCENTIVE PLAN [Abstract]

EQUITY INCENTIVE PLAN

9. EQUITY INCENTIVE PLAN

The Company currently issues stock awards under its 2017 Stock Option and Incentive Plan, as amended (the “2017 Plan”) which will expire on June 5, 2027. The shares authorized for issuance under the 2017 Plan were 249,693 at September 30, 2023, of which 12,926 were available for future grant. The shares authorized under the 2017 Plan are subject to annual increases on January 1 by 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lessor number of shares determined by the Company’s Board of Directors

or Compensation Committee. During the nine months ended September 30, 2023, the shares authorized for issuance increased by 57,051 shares.

Stock Options.

The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value at the date of grant and expenses the benefit in operating expense in the condensed consolidated statements of operations over the service period of the awards. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model, which requires various assumptions including estimating stock price volatility, expected life of the stock option, risk free interest rate and estimated forfeiture rate.

During the nine months ended September 30, 2023, the Company granted stock options to purchase up to 58,530 shares of common stock at a weighted average exercise price of $12.12 per share. These awards have vesting periods of up to four years and had a weighted average grant date fair value of $11.60. The fair value calculation of options granted during the nine months ended September 30, 2023 used the following assumptions: risk free interest rate of 3.66% to 4.05%, based on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 146% to 162% based on historical volatility of the Company’s common stock over a time that is consistent with the expected life of the option.

The following table summarizes stock option activity under our plans during the nine months ended September 30, 2023:


		Number of		Weighted-Average
		Options		Exercise Price
Outstanding at January 1, 2023		184,067		$	56.75
Granted		58,530			12.12
Forfeited		(8,384)			24.12
Outstanding at September 30, 2023		234,213		$	46.77
Exercisable at September 30, 2023		141,908		$	57.93

As of September 30, 2023, there were 210,096 options that were vested or expected to vest with aggregate intrinsic value of zero and a remaining weighted average contractual life of 7.8 years.

Restricted Stock Awards.

Restricted stock awards are subject to vesting restrictions. If a grantee’s service with the Company is terminated prior to vesting of the restricted stock, all unvested shares shall be forfeited and returned to the Company. Upon vesting, the restricted stock award shall no longer be deemed restricted.

During the three and nine months ended September 30, 2023, the Company granted 2,492 restricted stock awards to directors of the Company. The awards vested immediately and had a weighted average grant date fair value of $5.90. As of September 30, 2023, there were 2,492 and zero restricted stock awards that were vested and unvested, respectively.

There were no restricted stock awards granted during the three and nine months ended September 30, 2022, respectively.

Stock Compensation.

For the three and nine months ended September 30, 2023, we recorded non-cash stock-based compensation expense for all stock awards of $0.4 million and $1.2 million, respectively, within operating expense in the accompanying statements of operations. Stock compensation expense for the three and nine months ended September 30, 2023, includes approximately $16,000, respectively, of expense related to restricted stock awards. For the three and nine months ended September 30, 2022, we recorded non-cash stock-based compensation expense for all stock awards of $0.7 million and $3.4 million, respectively, within operating expense in the accompanying statements of operations. As of September 30, 2023, the unrecognized compensation expense related to unvested stock awards was $2.5 million, which is expected to be recognized over a weighted-average period of 2.1 years.