Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Stock Incentive Plan

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Note 5 - Stock Incentive Plan
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 5 - Stock Incentive Plan

 

In April 2016, the Company’s Board of Directors and stockholders representing a majority of the Company’s outstanding stock at that time, approved the Monopar Therapeutics Inc. 2016 Stock Incentive Plan, as amended (the “Plan”), allowing the Company to grant up to an aggregate 700,000 shares of stock-based awards in the form of stock options, restricted stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants. In October 2017, the Company’s Board of Directors voted to increase the stock award pool to 1,600,000 shares of common stock, which subsequently was approved by the Company’s stockholders. In April 2020, the Company’s Board of Directors voted to increase the stock award pool to 3,100,000 (an increase of 1,500,000 shares of common stock), which was approved by the Company’s stockholders in June 2020. In April 2021, the Company’s Board of Directors voted to approve an amendment to the 2016 Stock Incentive Plan to remove certain individual award limits and other provisions related to I.R.C. Section 162(m) and to update the limit on Incentive Stock Options to no more that 100% of the maximum aggregate number of shares which may be granted under the plan, which was approved by the Company’s stockholders in June 2021. In March 2022, the Company’s Board of Directors voted to increase the stock award pool to 5,100,000 (an increase of 2,000,000 shares of common stock), which was approved by the Company’s stockholders in June 2022.  On August 5, 2024, the Company's Stockholders approved a proposal to amend the 2016 Stock Incentive Plan.  As a result the total number of shares reserved for issuance under the Amended 2016 Plan would increase from 5,100,000 to 7,100,000.

 

During the six months ended June 30, 2024, the Board of Directors granted to a consultant aggregate stock options for the purchase of 10,000 shares of the Company’s common stock with an exercise price of $0.3402 per share vesting monthly over 12 months and to an officer aggregate stock options for the purchase of 25,000 shares of the Company's common stock with an exercise price of $0.6146 per share vesting over 4 years. In addition, during the six months ended June 30, 2024, the Company’s Plan Administrator Committee granted to non-officer employees and a new employee aggregate stock options for the purchase of 43,592 shares of the Company’s common stock with exercise prices ranging from $0.651 to $0.679 per share which vest over 4 years. All stock option grants have a 10-year term.

 

Under the Plan, the per share exercise price for the shares to be issued upon exercise of an option shall be determined by the Plan Administrator, except that the per share exercise price shall be no less than 100% of the fair market value per share on the grant date. Fair market value is the Company’s closing price on the grant date on Nasdaq. Stock options generally expire after 10 years.

 

Stock option activity under the Plan was as follows: 

 

   

Options Outstanding

 
   

Number of Shares Subject to Options

   

Weighted-Average Exercise Price

 

Balances at December 31, 2023

    2,109,001     $ 4.01  

Granted(1)

    78,592       0.60  

Forfeited(2)

           

Exercised

    (84,000 )     0.001  

Balances at June 30, 2024

    2,103,593       4.05  

Unvested options outstanding expected to vest(3)

    539,306       2.96  

 

(1)

78,592 options vest as follows: options to purchase 10,000 shares of the Company’s common stock vest monthly over one year; options to purchase 68,592 shares of the Company's common stock vest 6/48ths on the six-month anniversary of vesting commencement date and 1/48th per month thereafter. 

 

 

(2)

There were no forfeitures during the six months ended June 30, 2024.

 

 

(3)

Forfeitures only include known forfeitures to-date as the Company accounts for forfeitures as they occur due to a limited history of forfeitures.

 

A summary of options outstanding as of June 30, 2024, is shown below:

 

Exercise Prices

 

Number of Shares Subject to Options Outstanding

   

Weighted-Average Remaining Contractual Term in Years

   

Number of Shares Subject to Options Fully Vested and Exercisable

   

Weighted-Average Remaining Contractual Term in Years

 

$0.001 - $5.00

    1,366,487       6.94       864,151       6.05  

$5.01 - $10.00

    617,942       5.00       580,972       4.89  

$10.01 - $15.00

    113,039       5.59       113,039       5.59  

$15.01 - $20.00

    6,125       5.59       6,125       5.59  
      2,103,593       6.29       1,564,287       5.58  

 

Restricted stock unit activity under the Plan was as follows:

 

           

Weighted- Average

 
   

Restricted

   

Grant Date

 
   

Stock Units

   

Fair Value

 
   

(#)

   

per Unit ($)

 

Unvested balance at December 31, 2023

    418,091       3.40  

Granted(1)

    29,973       0.65  

Vested

    (98,910 )    

4.10

 

Unvested Balance at June 30, 2024

    349,154       2.97  

 

(1) There were 29,973 restricted stock units granted during the six months ended June 30, 2024.  These units vest 6/48ths on the six-month anniversary of vesting commencement date and 3/48ths per quarter thereafter.

 

Stock option grants and fair values under the Plan were as follows:

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Stock options granted

    68,592             78,592       508,902  

Weighted-average grant date fair value per share

  $ 0.51     $     $ 0.48     $ 2.38  

Fair value of shares vested

  $ 181,084     $ 305,087     $ 359,734     $ 528,360  

 

As of  June 30, 2024, the aggregate intrinsic value of outstanding vested and unvested stock options was approximately $223,545 and $7,746 respectively. The weighted-average exercise price in aggregate was $4.05 which includes $4.42 for fully vested stock options and $2.96 for stock options expected to vest. As of  June 30, 2024, unamortized unvested balance of stock-based compensation was $2.2 million, to be amortized over the following 1.9 years.

 

During the three months ended  June 30, 2024 and 2023, the Company recognized $156,822 and $256,297 of employee, non-employee director and consultant stock-based compensation expense as general and administrative expenses, respectively, and $177,568 and $216,999 as research and development expenses, respectively. During the six months ended  June 30, 2024 and 2023, the Company recognized $312,077 and $500,634 of employee, non-employee director and consultant stock-based compensation expense as general and administrative expenses, respectively, and $350,767 and $448,871 as research and development expenses, respectively.  The stock-based compensation expense is allocated on a departmental basis, based on the classification of the stock-based award holder. No income tax benefits have been recognized in the condensed consolidated statements of operations and comprehensive loss for stock-based compensation arrangements.