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Stock Based Compensation | 3 Months Ended
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Mar. 31, 2022
Stock Based Compensation [Abstract] |
Stock Based Compensation | 9. 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 months ended March 31, 202 and 2021 as shown in the following table (in $000s): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended
​ |  | March 31,
​ | ​ | 2022 |  | 2021
General and administrative | ​ | $ | 252 | ​ | $ | 174
Research and development | ​ | ​ | 128 | ​ | ​ | 81
Stock-based compensation costs before income taxes | ​ | $ | 380 | ​ | $ | 255
​ 2018 Plan The 2018 Equity Incentive Plan (the “2018 Plan”) allows Cyclacel to 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 various types of award grants, including stock options and restricted stock units. On April 25, 2022, the Board of Directors adopted a resolution approving, subject to approval by the Company’s stockholders, an amendment of the 2018 Equity Incentive Plan to increase the number of shares of Common Stock available for grant under the 2018 Plan by adding an additional 500,000 shares. ​ As of March 31, 2022, the Company has reserved 260,794 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 March 31, 2022, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares. ​ Option Grants ​ There were 265,000 options granted during the three months ended March 31, 2022. These options had a grant date fair value ranging between $2.62-$2.90 per option. There were 73,669 options granted during the three months ended March 31, 2021. These options had a grant date fair value ranging between $5.40-$6.14 per option. 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: ​
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended | ​ | Three months ended
​ |  | March 31, 2022 |  | March 31, 2021
Expected term (years) |  | 5 |  | 5–6
Risk free interest rate |  | 1.370% – 1.530% | ​ | 0.420% – 0.585%
Volatility |  | 93% | ​ | 99 – 102%
Expected dividend yield over expected term |  | 0.00% | ​ | 0.00%
​ | ​ | ​ | ​ | ​
​ ​ There were no stock options exercised during each of the three months ended March 31, 2021 and 2022, 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, 2021 |  | 1,099,357 | ​ | $ | 7.53 |  | 8.99 | ​ | $ | 189
Granted |  | 265,000 | ​ | $ | 3.64 |  | — | ​ |  | —
Exercised |  | — | ​ | ​ | ​ |  | ​ | ​ |  | ​
Cancelled/forfeited |  | (3,500) | ​ | $ | 5.49 |  | ​ | ​ |  | ​
Options outstanding at March 31, 2022 |  | 1,360,857 | ​ | $ | 6.77 |  | 8.94 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unvested at March 31, 2022 |  | 973,597 | ​ | $ | 4.00 |  | 9.40 | ​ | $ | —
Vested and exercisable at March 31, 2022 |  | 387,260 | ​ | $ | 13.74 |  | 7.80 | ​ | $ | —
​ 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 1,491 units have been forfeited. The vesting of the remaining 16,524 outstanding restricted stock units was dependent upon the fulfillment of certain clinical conditions. The Company determined that the clinical conditions would not be satisfied as of December 31, 2021 and, as a result, these restricted stock units were cancelled as of December 31, 2021. The Company issued an additional 18,992 restricted stock units to employees during the year ended December 31, 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. No restricted stock units were issued during the three months ended March 31, 2022. Summarized information for restricted stock units’ activity for the quarter ended March 31, 2021 is as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ |  | ​ |  | Average
​ | ​ | Restricted |  | Grant Date
​ | ​ | Stock Units | ​ | Value Per Share
Restricted Stock Units outstanding at December 31, 2021 |  | 18,992 | ​ | $ | 6.69
Restricted Stock Units outstanding at March 31, 2022 | ​ | 18,992 | ​ | $ | 6.69
​ | ​ | ​ | ​ | ​ | ​
Unvested at March 31, 2022 |  | 18,992 | ​ | $ | 6.69
Vested and exercisable at March 31, 2022 |  | — | ​ | $ | —
​

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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