Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.24.3
Stock-Based Compensation
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Stock Options
The Company grants stock-based compensation under its 2024 Equity Incentive Plan (the "2024 Plan"), 2020 Long-Term Incentive Plan (the “2020 Plan”) and its 2016 Equity Incentive Plan (the “2016 Plan”). The 2024 Plan, 2020 Plan and 2016 Plan allows the Company to grant incentive and nonqualified stock options, and shares of restricted stock to its employees, directors and consultants.
On March 2, 2016, the Company adopted its 2016 Plan. Under the 2016 Plan, there are 15,667 shares of the Company’s common stock available for issuance and the 2016 Plan has a term of 10 years.
On December 16, 2020, the Company adopted its 2020 Plan. Under the 2020 Plan, there are 88,889 shares of the Company’s common stock available for issuance and the 2020 Plan has a term of 10 years.
On May 9, 2024, the Company adopted its 2024 Plan. Under the 2024 Plan, there are 1,533,508 shares of the Company’s common stock available for issuance and the 2024 Plan has a term of 10 years.
Under the 2024 Plan, 2020 Plan and the 2016 Plan (collectively, the "Plans"), upon the exercise of stock options and issuance of fully vested restricted common stock, shares of common stock may be withheld to satisfy tax withholdings. The Company intends to net settle certain employee options to ensure adequate authorized shares under the Plans.
On December 22, 2022, the Company adopted its 2022 Long-Term Incentive Plan (the “2022 Plan”). Under the 2022 Plan, there are 70,000 shares of the Company’s common stock available for issuance and the 2022 Plan has a termination date of October 31, 2032.
A summary of activity under the Plans and the 2022 Plan for the nine months ended September 30, 2024 is as follows:
Shares
Underlying
Options 		Weighted-
Average
Exercise
Price		 Weighted
Average
Remaining
Contractual
Term
(Years)		 Aggregate
Intrinsic
Value
Outstanding at December 31, 2023 2,578 $ 9,867.85  8.1 $ — 
Granted 1,667 $ 13.50  9.9 $ — 
Forfeited (200) $ 28.50  9.2 $ — 
Outstanding at September 30, 2024 4,045 $ 6,293.23  8.1 $ — 
Exercisable at September 30, 2024 2,299 $ 10,995.62  7.2 $ — 

During the three and nine months ended September 30, 2024, the Company recognized stock-based compensation of approximately zero and $16,000 related to stock options. The unrecognized compensation cost totaled approximately $47,000 which is expected to be recognized over a weighted-average period of 0.8 years.

During the three months ended September 30, 2024, the Company did not issue any stock options. During the nine months ended September 30, 2024, the Company issued 1,667 stock options to purchase shares of common stock.

The following table presents the weighted-average inputs used for the valuation of options granted, as per the Black-Scholes fair value model for the three and nine months ended September 30, 2024 and 2023:
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Dividend yield —  —  —  % — 
Expected price volatility —  —  95.7  % — 
Risk-free interest rate —  —  4.9  % — 
Expected term (years) —  —  0.8 — 
Stock-Based Compensation
The total stock-based compensation expense recognized was as follows (in thousands):
Three months ended
September 30,		 Nine months ended
September 30,
2024 2023 2024 2023
Research and development expenses $ 15  $ 46  $ 67  $ 150 
General and administrative expenses 2,138  87  4,510  296 
Total stock-based compensation $ 2,153  $ 133  $ 4,577  $ 446 

2024 Inducement Awards

On September 2, 2024, the Company entered into an Inducement Equity Award Agreement with a consultant, granting 500,000 restricted stock units ("RSUs") and 200,000 shares of unrestricted common stock (collectively, the “2024 Inducement Awards”) in consideration of services to be rendered to the Company. The 2024 Inducement Awards were granted outside of the 2024 Plan in accordance with Nasdaq Listing Rule 5635(c)(4), but are subject to the terms and conditions of the 2024 Plan. The 500,000 RSUs were granted when the Company’s stock price was $1.46 per share for a total grant date fair value of $0.7 million and will vest on the first anniversary of the grant date, August 30, 2025, with each
vested RSUs representing the right to receive one share of the Company’s common stock. The 200,000 shares of unrestricted common stock are not subject to any vesting conditions. As of September 30, 2024, the 500,000 RSUs were accelerated and fully vested per board approval, and the Company issued 500,000 common stock related to the vested RSUs. During the three months ended September 30, 2024, the Company recognized approximately $1.0 million of stock-based compensation in general and administrative expenses related to the 2024 Inducement Awards.
Restricted Stock Units
A summary of the Company’s restricted stock activity and related information is as follows:
Number of
Shares 		Weighted-Average
Grant-Date
Fair Value
Unvested at December 31, 2023 11,334 $ 37.74 
Granted (1)
857,478 $ 2.39 
Vested (1)
(642,047) $ 1.84 
Cancelled (151,345) $ 4.46 
Unvested at September 30, 2024 75,420 $ 17.13 
(1) Includes 500,000 RSUs granted and vested under the 2024 Inducement Awards with approximately $0.7 million of total recognized compensation cost for the three months ended September 30 ,2024.
During the three and nine months ended September 30, 2024, and in relation to restricted stock, the Company recognized stock-based compensation of approximately $1.3 million and $3.7 million, respectively. During the three months ended September 30, 2024, unrecognized stock-based compensation totaled approximately $0.3 million, which is expected to be recognized over a weighted-average period of 0.5 years.