XML 21 R15.htm IDEA: XBRL DOCUMENT v3.24.3
Stock Award Plan and Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Award Plan and Stock-Based Compensation

NOTE 7 — STOCK AWARD PLAN AND STOCK-BASED COMPENSATION

In December 2013, the Company adopted the 2013 Equity Incentive Plan (as subsequently amended and restated, the “Plan”), which provides for the issuance of options, stock appreciation rights, stock awards and stock units.

Stock Option Awards

Stock option activity for employees and non-employees for the nine months ended September 30, 2024 is as follows:

 

 

Shares
Issuable
Pursuant to
Stock
Options

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Terms
(years)

 

Total
Intrinsic
Value (in
thousands)

 

Outstanding January 1, 2024

 

 

1,157,229

 

 

$

11.36

 

 

 

8.5

 

 

$

745

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

Cancelled/Forfeited

 

 

(90,625

)

 

$

8.29

 

 

 

 

 

 

 

Expired

 

 

(6,495

)

 

$

48.00

 

 

 

 

 

 

 

Outstanding September 30, 2024

 

 

1,060,109

 

 

$

11.40

 

 

 

7.8

 

 

$

 

Exercisable September 30, 2024

 

 

477,643

 

 

$

18.31

 

 

 

6.8

 

 

$

 

Available for future grant

 

 

459,486

 

 

 

 

 

 

 

 

 

 

The weighted average grant-date fair value of stock options outstanding on September 30, 2024 was $8.26 per share. Total unrecognized compensation costs related to non-vested stock options at September 30, 2024 were approximately $2.2 million and are expected to be recognized within future operating results over a weighted-average period of 2.6 years.

The expected term of the employee-related options was estimated using the “simplified” method as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatility of the Company and volatilities for industry peer companies. The risk-free interest rate assumption is based on the U.S. Treasury instruments, the term of which was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for the purposes of estimating the fair value of the options.

The Company uses the Black-Scholes model to estimate the fair value of stock options granted. There were no stock options granted during the nine months ended September 30, 2024. For stock options granted during the nine months ended September 30, 2023, the Company utilized the following assumptions:

 

 

Nine Months Ended

 

 

September 30, 2023

Expected term (years)

 

5.50

Risk free interest rate

 

4.68%

Volatility

 

119%

Dividend yield

 

0%

Weighted average grant date fair value per share of common stock

 

$6.26

Performance-Based Restricted Stock Units

On August 6, 2021, options to purchase 953,980 shares of the Company’s common stock were exchanged for 476,640 PRSUs. Options surrendered in the one-time stock option exchange program (the “Exchange Program”) were cancelled and shares subject to the cancelled options again became available for issuance under the Plan. The Exchange Program was treated as a Type II modification (Probable-to improbable) under ASC 718.

The Company used the pre-modification stock options for determining the compensation cost related to the PRSUs as the vesting conditions remain uncertain for the outstanding PRSUs. All expense related to the non-vested pre-modification stock options was fully recognized as of December 31, 2023.

On April 28, 2023, the Compensation Committee of the Company’s board of directors certified the achievement of a performance condition occurring upon FDA acceptance of the NDA for roluperidone. As a result, 50% of the shares of common stock underlying the Company’s PRSUs vested and the Company recognized approximately $0.2 million in non-cash compensation expense, representing 50% of the incremental cost of the PRSUs granted under the Exchange Program. The incremental cost was measured as the excess of the fair value of each new PRSU, measured as of the date the new PRSUs were granted, over the fair value of the stock options surrendered in exchange for the new PRSU, measured immediately prior to the cancellation. The remaining PRSUs vest upon roluperidone receiving FDA marketing approval, provided that such approval occurs within five years after the August 6, 2021 grant date. As of September 30, 2024, 228,213 PRSUs have vested, 20,218 have been cancelled, and 228,209 remain outstanding.

The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Research and development

 

$

84,776

 

 

$

185,075

 

 

$

361,270

 

 

$

667,558

 

General and administrative

 

 

222,932

 

 

 

186,868

 

 

 

714,605

 

 

 

689,759

 

Total

 

$

307,708

 

 

$

371,943

 

 

$

1,075,875

 

 

$

1,357,317