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Stock-Based Compensation
6 Months Ended
Jun. 30, 2021
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

8.            Stock Based Compensation

ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Most of the awards granted by the Company (and still outstanding) vest ratably over one to four years. The Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest. Forfeitures are recognized in the periods when they occur.

 

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and six months ended June 30, 2020 and 2021 as shown in the following table (in $000s):

    

Three Months Ended

    

Six Months Ended

    

 

June 30, 

 

June 30, 

 

    

2020

    

2021

    

2020

    

2021

General and administrative

$

52

$

190

$

107

$

364

Research and development

34

88

69

 

169

Stock-based compensation costs before income taxes

$

86

$

278

$

176

$

533

2018 Plan

In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan replaces the 2015 Equity Incentive Plan (the “2015 Plan”).

The 2018 Plan allows for the issuance of up to 775,000 shares of the Company’s common stock pursuant to various types of award grants, including stock options and restricted stock units. In addition, the 2018 Plan allows up to 35,494 additional shares to be issued if awards outstanding under the 2018 Plan are cancelled or expire on or after the date of the Company’s 2018 annual meeting of stockholders.

As of June 30, 2021, the Company has reserved 179,964 shares of the Company’s common stock under the 2018 Plan for future issuances, including shares that were available under the 2015 Plan and carried forward to the 2018 Plan. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant.

2020 Inducement Equity Incentive Plan 

In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective. Under the Inducement Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval). The Inducement Plan allows for the issuance of up to 200,000 shares of the Company’s common stock (or the equivalent of such number). As of June 30, 2021, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares.

Option Grants and Exercises

There were 129,153 options granted during the six months ended June 30, 2021. These options had a grant date fair value ranging between $4.56-$6.14 per option. There were 36,400 options granted during the six months ended June 30, 2020. These options had a grant date fair value of $3.95. The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions:

Six months ended

Six months ended

 

June 30, 2020

 

June 30, 2021

Expected term (years)

 

6

 

5 – 6

Risk free interest rate

 

0.425%

0.420% – 1.000%

Volatility

 

114%

99 – 102%

Expected dividend yield over expected term

 

0.00%

0.00%

There were no stock options exercised during each of the six months ended June 30, 2020 and 2021, respectively. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income.

Outstanding Options

A summary of the share option activity and related information is as follows:

    

    

    

Weighted

    

 

 

Weighted

 

Average

 

 

Number of

 

Average

 

Remaining

 

Aggregate

Options

 

Exercise

 

Contractual

Intrinsic

Outstanding

Price Per Share

 

Term (Years)

Value ($000)

Options outstanding at December 31, 2020

 

602,683

$

11.01

 

9.39

$

1,861

Granted

 

129,153

$

6.57

 

 

Exercised

 

 

 

Cancelled/forfeited

 

(74)

$

2,570.42

 

 

Options outstanding at June 30, 2021

 

731,762

$

9.97

 

9.04

$

894

Unvested at June 30, 2021

 

558,002

$

4.89

 

9.44

$

824

Vested and exercisable at June 30, 2021

 

173,760

$

26.28

 

7.79

$

70

Restricted Stock Units

The Company issued 14,000 restricted stock units to employees during the year ended December 31, 2019. The Company issued 3,938 additional restricted stock units to employees during the year ended December 31, 2020, of which 1,414 units have been forfeited. The vesting of the remaining 16,524 outstanding restricted stock units is dependent upon the fulfillment of certain clinical conditions. The Company recorded no compensation expense related to restricted stock units for the quarter ended June 30, 2021.

The Company issued an additional 18,992 restricted stock units to directors of the Company during the three months ended June 30, 2021. These restricted stock units will vest over a period of one or three years. Each restricted stock unit was valued at $6.69 based on their fair value at the date of grant, which is equivalent to the market price of a share of the Company’s common stock. Summarized information for restricted stock units as of June 30, 2021 is as follows:

 

 

Weighted

Weighted

 

 

Average

Average

Restricted

 

Grant Date

Remaining

Stock Units

Value Per Share

Term

Restricted Stock Units outstanding at June 30, 2021

 

35,516

$

8.84

9.26 years

Unvested at June 30, 2021

 

35,516

$

8.84

9.26 years

Vested and exercisable at June 30, 2021

 

$

9.26 years