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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2023
Stock Based Compensation [Abstract] |
Stock-Based Compensation | 12. Stock-Based Compensation Stock based compensation has been reported within expense line items on the consolidated statement of operations for the years ended 2023 and 2022 as shown in the following table (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended
​ |  | December 31,
​ | ​ | 2023 |  | 2022
General and administrative | ​ | $ | 1,039 | ​ | $ | 1,051
Research and development | ​ | ​ | 434 | ​ | ​ | 455
Stock-based compensation costs before income taxes | ​ | $ | 1,473 | ​ | $ | 1,506
​ 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 13, 2023, the Company’s stockholders approved an additional 60,000 shares of common stock that may be issued under the 2018 Plan. On June 14, 2022, the Company’s stockholders approved an additional 33,333 shares of common stock that may be issued under the 2018 Plan. As of December 31, 2023, the Company has reserved 25,415 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 13,333 shares of the Company’s common stock (or the equivalent of such number). As of December 31, 2023, 8,000 shares under the Inducement Plan have been issued, leaving a remaining reserve of 5,333 shares. Option Grants and Exercises ​ There were 43,342 options granted during the year ended December 31, 2023, all issued under the 2018 Plan. These options had a grant date fair value ranging between $6.32-$10.98 per option. There were 34,822 options granted during the year ended December 31, 2022. These options had a grant date fair value ranging between $12.45-$43.50 per option. Of the options granted during the year ended December 31, 2023, 25,633 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. The Company has assumed that these awards will vest after three years as satisfaction of the performance conditions is not probable at this time. As of December 31, 2023, the total remaining unrecognized compensation cost related to the non-vested stock options with service conditions amounted to approximately $1.0 million, which will be amortized over the weighted-average remaining requisite service period of 1.53 years. 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 |  | 73,291 | ​ | $ | 112.90 |  | 8.99 | ​ | $ | 189
Granted | ​ | 34,822 | ​ | $ | 36.16 |  | — | ​ | $ | —
Cancelled/forfeited | ​ | (740) | ​ | $ | 157.33 |  | — | ​ | $ | —
Options outstanding at December 31, 2022 |  | 107,373 | ​ | $ | 87.70 |  | 8.34 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Granted |  | 43,342 | ​ | $ | 8.82 |  | — | ​ |  | —
Cancelled/forfeited |  | (7,919) | ​ | $ | 332.24 |  | — | ​ |  | —
Options outstanding at December 31, 2023 |  | 142,796 | ​ | $ | 50.20 |  | 7.96 | ​ | $ | —
Unvested at December 31, 2023 |  | 59,126 | ​ | $ | 19.81 |  | 9.10 | ​ | $ | —
Vested and exercisable at December 31, 2023 |  | 83,670 | ​ | $ | 71.68 |  | 7.16 | ​ | $ | —
​ 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:
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
​ | ​ | Year ended | ​ | Year ended
​ |  | December 31, 2023 |  | December 31, 2022
Expected term (years) |  | 5-6 |  | 5-6
Risk free interest rate |  | 3.660%  – 4.160% | ​ | 1.370% – 3.605%
Volatility |  | 89% – 92% | ​ | 86% – 93%
Expected dividend yield over expected term |  | 0.00% | ​ | 0.00%
Resulting weighted average grant date fair value |  | $6.63 | ​ | $26.44
​ There were no stock options exercised during each of the years ended December 31, 2022 and 2023, 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. Restricted Stock Units The Company issued 25,621 restricted stock units during the year ended December 31, 2023. 8,488 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 $8.84 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. 17,133 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 $13.50 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. As of December 31, 2023, 300 of these restricted stock units have been forfeited as the recipient’s employment was voluntarily terminated by the Company. The Company issued 7,911 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 $16.65 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 December 31, 2023 is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted | ​ | Weighted
​ |  | ​ |  | Average | ​ | Average
​ | ​ | Restricted |  | Grant Date | ​ | Remaining
​ | ​ | Stock Units | ​ | Value Per Share | ​ | Term
Restricted Stock Units outstanding at December 31, 2021 |  | 1,266 | ​ | $ | 100.35 | ​ | ​
Granted |  | 7,911 | ​ | ​ | 16.65 | ​ | ​
Restricted Stock Units outstanding at December 31, 2022 |  | 9,177 | ​ | $ | 28.20 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Granted | ​ | 25,621 | ​ | ​ | 11.96 | ​ | ​
Cancelled/forfeited | ​ | (300) | ​ | ​ | 13.50 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted Stock Units outstanding at December 31, 2023 | ​ | 34,498 | ​ | $ | 16.26 | ​ | 8.96 years
Unvested at December 31, 2023 |  | 26,428 | ​ | $ | 12.30 | ​ | 9.20 years
Vested and exercisable at December 31, 2023 |  | 8,070 | ​ | $ | 29.24 | ​ | 8.17 years
​

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