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Note 9 - Share-based Compensation

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

(9)

Share-Based Compensation

In 2002, BioCardia Lifesciences adopted, and the BioCardia Lifesciences shareholders approved, the 2002 Stock Plan (2002 Plan), and the Company assumed the 2002 Plan in the Merger. We have not granted or do not intend to grant any additional awards under the 2002 Plan following the Merger. In 2016, BioCardia Lifesciences adopted, and the BioCardia Lifesciences shareholders approved, the 2016 Equity Incentive Plan (2016 Plan), and the Company assumed the 2016 Plan in the Merger. BioCardia has granted awards, including incentive stock options and non-qualified stock options, under the 2016 Plan following the Merger. Under the 2002 Plan and the 2016 Plan, the number of shares, terms, and vesting periods are determined by the Company’s board of directors or a committee thereof on an option-by-option basis. Options generally vest ratably over service periods of four years and expire ten years from the date of grant. The per share exercise price shall be no less than the fair market value on the date of the grant. Compensation cost for employee share-based awards is based on the grant-date fair value and is recognized over the vesting period of the applicable award on a straight-line basis. The number of shares reserved for issuance or transfer pursuant to awards under the 2016 Plan will be increased by (i) the number of shares represented by awards outstanding under 2016 Plan that are returned to the plan because they are either forfeited or lapse unexercised or that are repurchased for the original purchase price thereof, (ii) if approved by the Administrator of the 2016 Plan, an annual increase on the first day of each fiscal year equal to the lessor of (A) 4% of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year; (B) 66,666 shares. As of December 31, 2024, 24,373 shares were authorized and available for awards under the 2016 Plan.

The Company recognizes in the consolidated statements of operations the grant-date fair value of stock options and other equity-based compensation. Share-based compensation expense for the years ended December 31, 2024 and 2023 was recorded as follows (in thousands):

		Years ended
		December 31,
		2024				2023
Research and development		$	413			$	465
Selling, general and administrative			328				565
Total share-based compensation		$	741			$	1,030

The following table summarizes activity under our stock option plans, including the 2002 Plan and the 2016 Plan and related information (in thousands, except share and per share amounts and term):

		Number of shares				Weighted average exercise price				Weighted average remaining contractual term (years)				Aggregate intrinsic value (in thousands)
Balance, December 31, 2022			145,513			$	60.60				7.5
Stock options granted			47,219				20.85
Stock options exercised			(13	)			22.35
Stock options forfeited			(26,512	)			36.30
Stock options expired			(423	)			241.35
Balance, December 31, 2023			165,784			$	52.67				6.8
Stock options granted			14,974				2.65
Stock options forfeited			(3,177	)			33.97
Stock options expired			(9,397	)			63.51
Balance, December 31, 2024			168,184			$	47.97				6.6			$	—
Exercisable, December 31, 2024			121,530			$	59.49				5.8			$	—
Options vested and expected to vest			168,184			$	47.97				6.6			$	—

The aggregate intrinsic value as of December 31, 2024 represents the difference between the total pre-tax value (i.e., the difference between our stock price and the exercise price) of stock options outstanding, based on our common stock closing price of $2.18 per share, which would have been received by the option holders had all their in-the-money options been exercised as of that date.

The total intrinsic value of options exercised was zero and $161 in the years ended December 31, 2024 and 2023, respectively. The weighted average grant-date BSM fair value of options granted during the years ended December 31, 2024 and 2023 was $2.37 and $17.75 per share, respectively.

Employee, Director and Non-employee Share-Based Compensation

During the years ended December 31, 2024 and 2023, we granted stock options to certain employees, non-employee directors and non-employees to purchase 14,974 and 47,219 shares of common stock, respectively. The fair value of each option grant was estimated on the date of the grant using the BSM option pricing model with the following assumptions:

		Years ended
		December 31,
		2024				2023
Risk-free interest rate			3.9	%		3.7	-	4.9	%
Volatility			125	%		110	-	120	%
Dividend yield		None				None
Expected term (in years)			6.25			6.25	-	10.0

Unrecognized share-based compensation for employees, non-employee directors and non-employee options granted through December 31, 2024 is $697,000 to be recognized over a remaining weighted average service period of 1.8 years.

Share-Based Compensation (RSUs)

During the years ended December 31, 2024 and 2023, respectively, we granted to certain members of management 113,427 and 22,103 restricted stock units, or RSUs, in lieu of paying bonuses. The fair value of each RSU was estimated on the closing market price of our common stock on the grant date.

The following table summarizes the activity for RSUs during the years ended December 31, 2024 and 2023:

						Weighted
						average
						grant date
		Number of				fair value
		shares				per share
Balance, December 31, 2022			1,435			$	64.95
RSUs granted			22,104				25.50
RSUs RSUs vested and settled			(16,080	)			28.95
RSUs forfeited			(7,459	)			25.50
Balance, December 31, 2023			—			$	n/a
RSUs granted			113,427				2.65
RSUs released			(60,409	)			2.65
RSUs forfeited			(53,018	)			2.65
Balance, December 31, 2024			—			$	n/a

RSUs vested and settled are converted into our common stock on a one-for-one basis. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. The related compensation expense, which is based on the grant date fair value of our common stock multiplied by the number of units granted, is recognized ratably over the period during which the vesting restrictions lapse. Unrecognized share-based compensation for employee and non-employee RSUs granted through December 31, 2024 was $0.