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Stock Based Compensation | 9 Months Ended
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Sep. 30, 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 and nine months ended September 30, 2021 and 2022 as shown in the following table (in $000s): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended |  | Nine Months Ended |
​ |  | September 30, |  | September 30, |
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021 | ​
General and administrative | ​ | $ | 255 | ​ | $ | 223 | ​ | $ | 724 | ​ | $ | 587 | ​
Research and development | ​ | ​ | 134 | ​ | $ | 96 | ​ | $ | 396 | ​ | $ | 266 | ​
Stock-based compensation costs before income taxes | ​ | $ | 389 | ​ | $ | 319 | ​ | $ | 1,119 | ​ | $ | 853 | ​
​ 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 various types of award grants, including stock options and restricted stock units. ​ On June 14, 2022, the Company’s stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock available for grant under the 2018 Plan by 500,000 shares. As of September 30, 2022, the Company has reserved 384,896 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 September 30, 2022, 120,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 80,000 shares. ​ Option Grants and Exercises ​ There were 522,337 options granted during the nine months ended September 30, 2022. These options had a grant date fair value ranging between $0.83-$2.90 per option. There were 154,653 options granted during the nine months ended September 30, 2021. These options had a grant date fair value ranging between $3.44-$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: ​
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
​ | ​ | Nine months ended | ​ | Nine months ended
​ |  | September 30, 2022 |  | September 30, 2021
Expected term (years) |  | 5 – 6 |  | 5 – 6
Risk free interest rate |  | 1.370% – 3.605% | ​ | 0.420%  – 1.000%
Volatility |  | 86% – 93% | ​ | 96% – 102%
Expected dividend yield over expected term |  | 0.00% | ​ | 0.00%
​ | ​ | ​ | ​ | ​
​ There were no stock options exercised during each of the nine months ended September 30, 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. ​ In the second quarter of 2022, the Company amended the terms of 11,952 options and 2,374 restricted stock units issued to a former director. Specifically, the Company accelerated the vesting of 4,748 options and 2,374 restricted stock units that otherwise would have been forfeited upon the director’s retirement from service. In addition, the Company extended the time by which the director may exercise all vested awards from 90 days to two years. The Company recorded an additional $3,500 of compensation cost in the second quarter of 2022 as a result of these modifications. ​ 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 |  | 522,337 | ​ | $ | 2.41 |  | — | ​ |  | —
Cancelled/forfeited |  | (3,604) | ​ | $ | 28.15 |  | ​ | ​ |  | ​
Options outstanding at September 30, 2022 |  | 1,618,090 | ​ | $ | 5.83 |  | 8.60 | ​ | $ | 85
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unvested at September 30, 2022 |  | 990,399 | ​ | $ | 3.16 |  | 9.14 | ​ | $ | 85
Vested and exercisable at September 30, 2022 |  | 627,691 | ​ | $ | 10.04 |  | 7.75 | ​ | $ | —
​ Restricted Stock Units The Company issued 118,665 restricted stock units during the nine months ended September 30, 2022. These restricted stock units will vest over a period of one year for grants to directors and three years for grants to employees. Each restricted stock unit was valued at $1.11 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. 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. Summarized information for restricted stock units as of September 30, 2022 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
Granted | ​ | 118,665 | ​ | ​ | 1.11
Restricted Stock Units outstanding at September 30, 2022 | ​ | 137,657 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​
Unvested at September 30, 2022 |  | 120,248 | ​ | $ | 1.18
Vested and exercisable at September 30, 2022 |  | 17,409 | ​ | $ | 6.69
​

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