Quarterly report pursuant to Section 13 or 15(d)

Stock Incentive Plan

v3.22.1
Stock Incentive Plan
3 Months Ended
Mar. 31, 2022
Stock Incentive Plan  
Note 4. Stock Incentive Plan

Note 4 - 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.

 

During the three months ended March 31, 2022, the Company’s Plan Administrator Committee (with regards to non-officer employees and consultants) 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, non-employee directors and a consultant aggregate stock options for the purchase of 553,064 shares of the Company’s common stock with exercise prices ranging from $2.50 to $3.52 per share which vest over 1 to 4 years. All stock option grants have a 10-year term. In addition, during the three months ended March 31, 2022, an aggregate 403,522 restricted stock units were granted to executive officers, non-officer employees and non-employee directors which vest over 1 to 4 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 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, 2021

 

 

1,543,989

 

 

 

4.78

 

Granted(1)

 

 

553,064

 

 

 

2.81

 

Forfeited(2)

 

 

(31,950 )

 

 

8.17

 

Balances at March 31, 2022

 

 

2,065,103

 

 

 

4.20

 

Unvested options outstanding expected to vest(3)

 

 

808,621

 

 

 

4.27

 

______________ 

(1)

553,064 options vest as follows: options to purchase 482,552 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 60,512 shares of the Company’s common stock vest quarterly over one year; and options to purchase 10,000 shares of the Company’s common stock vest monthly over one year. Exercise prices range from $2.50 to $3.52 per share.

 

 

(2)

Forfeited options represent unvested shares and vested, expired shares related to employee terminations.

 

 

(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 March 31, 2022, 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

 

 

1,119,651

 

 

 

7.17

 

 

 

574,809

 

 

 

4.63

 

$5.01-$10.00

 

 

794,095

 

 

 

7.12

 

 

 

561,831

 

 

 

6.61

 

$10.01-$15.00

 

 

145,232

 

 

 

7.84

 

 

 

113,717

 

 

 

7.84

 

$15.01-$20.00

 

 

6,125

 

 

 

7.84

 

 

 

6,125

 

 

 

7.84

 

 

 

 

2,065,103

 

 

 

 

 

 

 

1,256,482

 

 

 

 

 

 

Restricted stock unit activity under the Plan was as follows:

 

 

 

Restricted

Stock Units

 

 

Weighted-

Average Grant

Date Fair

Value per Unit

 

Unvested balance at December 31, 2021

 

 

111,462

 

 

 

8.44

 

Granted

 

 

403,522

 

 

 

2.80

 

Vested

 

 

(28,096 )

 

 

7.33

 

Forfeited

 

 

(3,836 )

 

 

3.39

 

Unvested Balance at March 31, 2022

 

 

483,052

 

 

 

3.83

 

 

 During the three months ended March 31, 2022, and 2021, the Company recognized $204,474 and $144,048 of employee, non-employee director and consultant stock-based compensation expense as general and administrative expenses, respectively, and $295,338 and $224,184 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 fair value of options granted from inception to March 31, 2022, was based on the Black-Scholes option-pricing model assuming the following factors: 4.7 to 6.2 years expected term, 55% to 91.6% 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.

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Stock options granted

 

 

553,064

 

 

 

196,476

 

Weighted-average grant date fair value per share

 

$ 2.11

 

 

$ 4.90

 

Fair value of shares vested

 

$ 292,328

 

 

$ 255,624

 

 

At March 31, 2022, the aggregate intrinsic value of outstanding vested stock options was approximately $1.4 million (unvested stock options had $200 in intrinsic value) and the weighted-average exercise price in aggregate was $4.20 which includes $4.16 for fully vested stock options and $4.27 for stock options expected to vest. At March 31, 2022, unamortized unvested balance of stock-based compensation was $4.1 million, to be amortized over the following 2.9 years.