Annual report pursuant to Section 13 and 15(d)

4. Stock Incentive Plan

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4. Stock Incentive Plan
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
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 (and increase of 1,500,000 shares of common stock), which was approved by the Company’s stockholders in June 2020.

  

During the year ended December 31, 2020, the Company’s Plan Administrator Committee (with regards to non-officer employees) and the Company’s Compensation Committee, as ratified by the Board of Directors (in the case of executive officers and non-employee directors) granted to executive officers, non-officer employees and non-employee directors aggregate stock options for the purchase of 174,357 shares of the Company’s common stock with exercise prices ranging from $4.93 to $17.75 which vest from one year to four years. All stock option grants have a 10 year term. In addition, an aggregate 45,722 restricted stock units were granted to executive officers, non-officer employees and non-employee directors which vest over one to four years.

 

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 established by the Company’s Board of Directors, using third party valuation reports, recent private financings or the Company’s closing prices on Nasdaq since the Company’s listing on December 19, 2019. 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 January 1, 2019       1,105,896     $ 2.99  
  Exercised       (18,433 )     5.97  
  Balances at December 31, 2019       1,087,463       2.94  
  Granted(1)       174,357       14.13  
  Forfeited(2)       (3,243 )     8.47  
  Balances at December 31, 2020       1,258,577       4.47  

 

(1) 174,357 options vest as follows: options to purchase 145,648 shares of the Company’s common stock vest 6/48ths on the six-month anniversary of grant date and 1/48th per month thereafter; options to purchase 22,584 shares of the Company’s common stock vest quarterly over one year; and options to purchase 6,125 shares of the Company’s common stock vest monthly over one year.

 

(2) Forfeited options resulted from an employee termination.

 

A summary of options outstanding as of December 31, 2020 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       557,420      5.72 years     543,940      5.70 years
$5.01-$10.00       538,956      7.50 years     373,373      7.41 years
$10.01-$15.00       147,076      9.07 years     64,403      9.04 years
$15.01-$20.00       15,125      9.05 years     8,188      9.07 years
        1,258,577           989,904      

 

Restricted stock unit activity under the Plan was as follows:

 

    Restricted Stock Units   Weighted-Average Grant Date Fair Value per Unit
Unvested balance at January 1, 2020       —       $ —    
Granted       45,722       12.93  
Vested       (5,156 )     12.93  
Forfeited       (500 )     12.93  
Unvested Balance at December 31, 2020       40,066       12.93  

  

During the years ended December 31, 2020 and 2019, the Company recognized $845,367 and $653,997 of employee and non-employee director stock-based compensation expense as general and administrative expenses, respectively, and $405,271 and $274,345 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 consolidated statements of operations and comprehensive loss for stock-based compensation arrangements.

 

The Company recognizes as an expense the fair value of options granted to persons (currently consultants) who are neither employees nor non-employee directors. Stock-based compensation expense for consultants which were recorded as research and development expense for the years ended December 31, 2020 and 2019 was $70,251 and $82,829, respectively.

 

The fair value of options granted from inception to December 31, 2020 was based on the Black-Scholes option-pricing model assuming the following factors: 4.7 to 6.2 years expected term, 55% to 85% volatility, 0.4% to 2.9% risk free interest rate and zero dividends. The expected term for options granted to date was estimated using the simplified method. There were 174,357 stock option granted during the year ended December 31, 2020. There were no stock option grants during the year ended December 31, 2019. For the year ended December 31, 2020, the weighted-average grant date fair value was $9.03 per share. For the years ended December 31, 2020 and 2019 the fair value of shares vested was $1.2 million and $0.8 million, respectively. At December 31, 2020, the aggregate intrinsic value of outstanding stock options was approximately $3.5 million of which approximately $3.4 million was vested and approximately $0.1 million is expected to vest (representing options to purchase 268,673 shares of the Company’s common stock), and the weighted-average exercise price in aggregate was $4.47 which includes $3.34 for fully vested stock options and $8.62 for stock options expected to vest. At December 31, 2020, unamortized unvested balance of stock-based compensation was $1.8 million, to be amortized over 2.6 years.