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Stock Based Compensation
 9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation

Note 6 – Stock Based Compensation

 

Incentive Plans and Options

 

Under the Company’s 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”) the Company may grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. Up to 94,696 shares of the Company’s common stock may be issued pursuant to the 2017 Stock Incentive Plan.

 

The Company has granted options to acquire 92,801 shares of common stock at $13.20 per share under the 2017 Stock Incentive Plan, and 1,895 shares remain available for issuance. At both September 30, 2022 and December 31, 2021, there were options outstanding to acquire 92,801 shares of common stock. As of both September 30, 2022 and December 31, 2021, all such options were fully vested, and the weighted average remaining contractual life for such options was approximately 5.4 and 6.2 years, respectively.

 

In July 2019, the Company authorized a new plan (the “2019 Stock Incentive Plan”). The Company initially reserved 284,090 shares of its common stock for issuance pursuant to the 2019 Stock Incentive Plan in the form of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. On August 30, 2019, the Company approved an increase in the number of shares authorized for issuance under the 2019 Stock Incentive Plan by 2,575,757 shares. In January 2021, the Company approved an increase in the number of shares reserved for issuance under the 2019 Stock Incentive Plan by 574,494 shares. On May 31, 2021, the Company approved an increase in the number of shares reserved for issuance under the 2019 Stock Incentive Plan by 467,171 shares. At both September 30, 2022 and December 31, 2021, a total of 3,901,512 shares were authorized for issuance under the 2019 Stock Incentive Plan.

 

The Company has granted options to acquire 3,386,385 and 2,420,514 shares of common stock under the 2019 Stock Incentive Plan, and 515,127 and 1,480,998 shares of common stock remain available for issuance under the 2019 Stock Incentive Plan at September 30, 2022 and December 31, 2021, respectively. There are stock options outstanding to acquire 1,536,012 and 810,667 shares of common stock with weighted average exercise prices of $3.80 and $3.25 and weighted average contractual terms of 8.7 years and 8.0 years at September 30, 2022 and December 31, 2021, respectively.

 

The following table summarizes stock-based activities under the 2017 Stock Incentive Plan and 2019 Stock Incentive Plans:

 

       Weighted   Weighted 
   Shares   Average   Average 
   Underlying   Exercise   Contractual 
   Options   Price   Terms 
             
Outstanding at December 31, 2021   903,468   $4.27    7.9 years 
Granted   980,075   $3.38      
Exercised   (240,526)  $0.10      
Forfeited /cancelled   (14,204)  $5.28      
Outstanding at September 30, 2022   1,628,813   $4.34    8.5 years 
                
Exercisable options at September 30, 2022   881,952   $4.91    7.9 years 
                
Vested and expected to vest at September 30, 2022   1,628,813   $4.34    8.5 years 

 

 

The fair value of stock option awards is estimated at the date of grant using the Black-Scholes option-pricing model. The estimated fair value of each stock option is then expensed over the requisite service period, which is generally the vesting period (ranging between immediate vesting and four years). The determination of fair value using the Black-Scholes model is affected by the Company’s share price as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, expected life, risk-free interest rate and forfeitures.

 

Stock options granted during the three and nine months ended September 30, 2022 and 2021 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

   For the three months ended   For the nine months ended 
   September 30,   September 30,   September 30,   September 30, 
   2022   2021*   2022   2021 
                 
Expected volatility   104.0%   N/A    94.5% - 104.0%   111.3%
Risk-free interest rate   3.39%   N/A    1.69% - 3.39%   0.42% - 0.86%
Expected dividend yield   0%   N/A    0%   0%
Expected life of options in years   5.0    N/A    

5.0 - 7.0

    5.0 
Estimated fair value of options granted  $0.78    N/A   $

0.78 - $3.20

   $

5.46 - $5.56

 

 

*No stock options were granted during the three months ended September 30, 2021.

 

The weighted average grant date fair value of stock options granted during the three months ended September 30, 2022 was approximately $0.78. The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2022 and 2021 was approximately $2.70 and $5.47, respectively. The weighted average fair value of stock options vested during the three and nine months ended September 30, 2022 was approximately $1.60 and $1.10, respectively, and during the three and nine months ended September 30, 2021 was approximately $0.53 and $5.46, respectively.

 

Included in the above table are stock options granted in 2019 to purchase 231,058 shares of the Company’s common stock at an exercise price of $0.08 per share, which vest upon a specified performance condition. These stock options vested at the date of the Company’s IPO, which was the specified performance condition.

 

Total stock based compensation expense included in the accompanying condensed consolidated statements of operations was as follows:

 

   September 30, 2022   September 30, 2021   September 30, 2022   September 30, 2021 
   For the three months ended   For the nine months ended 
   September 30, 2022   September 30, 2021   September 30, 2022   September 30, 2021 
Research and development  $87,829   $66   $253,561   $516,328 
General and administrative   152,933    4,369    345,133    716,199 
Total stock based compensation  $240,762   $4,435   $598,694   $1,232,527 

 

At September 30, 2022, the total unrecognized compensation expense related to non-vested options was approximately $2.1 million and is expected to be recognized over the remaining weighted average service period of approximately 2.9 years.

 

In March 2021, the Company modified the stock option exercise price for stock options granted during 2020, increasing the exercise price of such stock options (after adjusting for the 1-for-26.4 reverse stock split) from $0.18 or $2.60 to $0.31 or $3.82 per share, respectively. The increase in the stock option exercise price was accounted for as a modification of the stock grant in 2021; however, the impact on the Company’s condensed consolidated statements of operations was immaterial.

 

 

Warrants

 

In connection with the IPO, the Company issued warrants to purchase such number of shares of the Company’s common stock equal to 5% of the total shares of common stock issued in the IPO. The warrants are exercisable at $5.00 per share, were not exercisable within the first six months after issuance, and may, under certain circumstances, be exercised on a cashless basis. The exercise price of the warrants is subject to standard antidilutive provision adjustments for stock splits, stock combinations, or similar events affecting the Company’s common stock. The Company has determined that these warrants should be classified as equity instruments since they do not require the Company to repurchase the underlying common stock and do not require the Company to issue a variable amount of common stock. In addition, these warrants are indexed to common stock and do not have any unusual antidilution rights. Terms of the warrants outstanding at September 30, 2022 are as follows:

 

   Initial      Exercise   Warrants   Warrants   Warrants 
Issuance Date  Exercise Date   Expiration Date  Price   Issued   Exercised   Outstanding 
                             
January 14, 2022   July 10, 2022   January 11, 2027  $5.00    187,500    0    187,500