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Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

8. Stock-Based Compensation

Stock-based compensation expense was included in general and administrative as follows in the accompanying statements of comprehensive loss:


	Year Ended
	December 31,
		2022			2021
General and administrative	$	854		$	662

Stock Options

In December 2019, in connection with the 2019 Merger, the Company assumed a previously adopted stock option plan (the “2018 Plan”) and adopted the 2019 Equity Incentive Plan (the “2019 Plan”). In addition, in November 2021, the Company adopted the 2021 Inducement Plan, and in December 2022, the Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”). The 2018 Plan, 2019 Plan, 2021 Inducement Plan and 2022 Plan provide for the grant of stock options, restricted stock and other equity awards of the Company's common stock to employees, officers, consultants, and directors. On May 11, 2022, the Company terminated the 2018 Plan. As of the date of termination, there were no outstanding awards under the 2018 Plan.

Evergreen provision

Under the 2022 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than five years commencing on January 1, 2023 and ending on (and including) January 1, 2027, to an amount equal to the lesser of 5% of the common shares outstanding as of January 1, or a lesser amount as determined by the Board.

On January 1, 2022, 35,549 shares were added to the 2019 Plan as a result of the evergreen provision associated with the 2019 Plan. With the adoption of the 2022 Plan, no additional shares may be added to or grants awarded from the 2019 Plan.

As of December 31, 2022, 5,078,721, 33,333 and 15,938 shares were authorized under the 2022 Plan, the 2021 Inducement Plan, and 2019 Plan, respectively, prior to the issuance of any shares under these plans.

Options expire within a period of not more than ten years from the date of grant. During the years ended December 31, 2022 and 2021, 5,995 and 22,555 stock options were granted, respectively, to employees and directors with service conditions. The options granted with service conditions vest over a period between one year and three years.

The following table summarizes the Company’s stock option plan activity for the years ended December 31, 2022 and 2021 as follows:


							Weighted‑
				Weighted			Average		Aggregate
				Average			Remaining		Intrinsic
		Number of		Exercise			Contractual		Value
		Options		Price			Term (years)		(in thousands)
Outstanding at January 1, 2021		30,676		$	108.32		8.5		$	—
Granted		22,555		$	67.80		—		$	—
Exercised		(6,096)		$	17.90		—		$	364
Forfeited/Cancelled		(14,637)		$	57.89		—		$	—
Outstanding at December 31, 2021		32,498		$	119.72		9.3		$	—
Granted		5,995		$	17.83		—		$	—
Exercised		-		$	—		—		$	—
Forfeited/Cancelled		(2,000)		$	181.20		—		$	—
Outstanding at December 31, 2022		36,493		$	99.62		8.5		$	-
Vested and expected to vest at December 31, 2022		36,493		$	99.62		8.5		$	-
Options exercisable at December 31, 2022		17,903		$	146.70		8.1		$	-

The weighted average fair value per share of options granted during the year ended December 31, 2022 and 2021 was $12.43 and $43.55, respectively.

The following table summarizes the Company’s unvested stock options as of and for the year ended December 31, 2022:


				Weighted
				Average
		Number of		Grant Date
		Options		Fair Value
Nonvested at January 1, 2022		25,725		$	59.09
Granted		5,995		$	12.43
Vested		(12,018)		$	64.90
Forfeited/Cancelled		(1,112)		$	117.26
Nonvested as of December 31, 2022		18,590		$	36.81

The Company measures the fair value of stock options with service-based and performance-based vesting criteria to employees, consultants and directors on the date of grant using the Black-Scholes option pricing model. The Company does not have history to support a calculation of volatility and expected term. As such, the Company has used a weighted-average volatility considering the volatilities of several guideline companies.

For purposes of identifying similar entities, the Company considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life of the options was determined based on the mid-point between the vesting date and the end of the contractual term according to the “simplified method” as described in SEC Staff Accounting Bulletin 110, or the contractual term in cases where the “simplified method” was precluded. The risk-free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. The Company records forfeitures when they occur.

The assumptions used in the Black-Scholes option-pricing model are as follows:


			Year Ended
			December 31,
			2022				2021

Expected stock price volatility				80.7-85.2	%			79.0-80.4	%
Expected life of options (years)				5.5-5.8				5.8
Expected dividend yield				—	%			—	%
Risk free interest rate				1.72-3.08	%			0.93-1.33	%

During the years ended December 31, 2022 and 2021, 12,018 and 3,164 stock options vested, respectively. The weighted average fair value per share of options vesting during the years ended December 31, 2022 and 2021 was $64.90 and $163.64, respectively During the years ended December 31, 2022 and 2021, 2,000 and 14,637 stock options were forfeited, respectively. During the year ended December 31, 2021, $364 was recognized in income by option holders as a result of stock option exercises. As of December 31, 2022, 5,091,500 shares in the aggregate were available for future issuance under the 2022 Plan and the 2021 Inducement Plan.

Unrecognized stock-based compensation cost for the stock options issued under the 2019 Plan, the 2021 Inducement Plan, and the 2022 Plan was $0.5 million as of December 31, 2022. The unrecognized stock-based expense is expected to be recognized over a weighted average period of 0.8 years.