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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2023
Stock Based Compensation [Abstract] |
Stock-Based Compensation | 10. 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. 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, 2023 and 2022 as shown in the following table (in $000s): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended |  | Nine Months Ended |
​ |  | September 30, |  | September 30, |
​ |  | 2023 |  | 2022 |  | 2023 |  | 2022 | ​
General and administrative | ​ | $ | 279 | ​ | $ | 255 | ​ | $ | 801 | ​ | $ | 724 | ​
Research and development | ​ | ​ | 111 | ​ | $ | 134 | ​ | $ | 350 | ​ | $ | 396 | ​
Stock-based compensation costs before income taxes | ​ | $ | 390 | ​ | $ | 389 | ​ | $ | 1,151 | ​ | $ | 1,119 | ​
​ 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 replaced 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. On June 13, 2023, 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 an additional 900,000 shares. As of September 30, 2023, the Company has reserved 336,984 shares of the Company’s common stock under the 2018 Plan for future issuances. 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, 2023, 120,000 shares under the Inducement Plan have been issued, leaving 80,000 shares in reserve. Option Grants and Exercises There were 650,128 options granted during the nine months ended September 30, 2023. These options had a grant date fair value ranging between $0.42-$0.73 per option. 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. Of the options granted during the nine months ended September 30, 2023, 384,500 shall vest on the third anniversary of their date of grant, or earlier if either of the certain performance conditions are met relating to enrollment goals for various clinical studies. For purposes of the below calculations, the Company has assumed that these awards will vest after three years as satisfaction of the performance conditions is not probable at this time. 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, 2023 |  | September 30, 2022
Expected term (years) |  | 5-6 |  | 5-6
Risk free interest rate |  | 3.660%  – 4.050% | ​ | 1.370% – 3.605%
Volatility |  | 89% – 92% | ​ | 86% – 93%
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, 2023 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, 2022 |  | 1,610,590 | ​ | $ | 5.85 |  | 8.34 | ​ | $ | —
Granted |  | 650,128 | ​ | $ | 0.59 |  | — | ​ |  | —
Cancelled/forfeited |  | (79,030) | ​ | $ | 15.47 |  | — | ​ |  | —
Options outstanding at September 30, 2023 |  | 2,181,688 | ​ | $ | 3.93 |  | 8.21 | ​ | $ | —
Unvested at September 30, 2023 |  | 994,421 | ​ | $ | 1.59 |  | 9.20 | ​ | $ | —
Vested and exercisable at September 30, 2023 |  | 1,187,267 | ​ | $ | 5.89 |  | 7.38 | ​ | $ | —
​ Restricted Stock Units The Company issued 384,314 restricted stock units during the nine months ended September 30, 2023. The 127,314 restricted stock units issued in June 2023 vest on the first anniversary of the date of grant. Each of these restricted stock units were valued at $0.59 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. The 257,000 restricted stock units issued in January 2023 vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met. A three-year vesting assumption was applied to these restricted stock units as satisfaction of the performance conditions is not probable at this time. Each restricted stock unit was valued at $0.90 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. The Company issued 118,665 restricted stock units during the year ended December 31, 2022. These restricted stock units vest over a period of one year for awards granted 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. Summarized information for restricted stock units as of September 30, 2023 is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted | ​ | Weighted
​ |  | ​ |  | Average | ​ | Average
​ | ​ | Restricted |  | Grant Date | ​ | Remaining
​ | ​ | Stock Units | ​ | Value Per Share | ​ | Term
Restricted Stock Units outstanding at September 30, 2023 | ​ | 521,971 | ​ | $ | 1.08 | ​ | 9.21 years
Unvested at September 30, 2023 |  | 400,927 | ​ | $ | 0.82 | ​ | 9.45 years
Vested and exercisable at September 30, 2023 |  | 121,044 | ​ | $ | 1.95 | ​ | 8.42 years
​

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