|
NOTE
9 – STOCK-BASED COMPENSATION
The
Company has two stock-based compensation plans: (1) Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Incentive Plan”),
which was approved by stockholders on May 7, 2015 and last amended on May 20, 2020 and (2) Abeona Therapeutics Inc. 2005 Equity Incentive
Plan (the “2005 Incentive Plan”), under which no further grants can be made.
The
following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 (in thousands):
SCHEDULE OF STOCK BASED COMPENSATION
| |
|
For the three months ended September 30,
|
|
|
For the nine months ended September 30
|
|
| |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Research and development |
|
$ |
173 |
|
|
$ |
688 |
|
|
$ |
729 |
|
|
$ |
2,935 |
|
| General and administrative |
|
|
459 |
|
|
|
1,849 |
|
|
|
1,489 |
|
|
|
3,980 |
|
| Total stock-based compensation expense |
|
$ |
632 |
|
|
$ |
2,537 |
|
|
$ |
2,218 |
|
|
$ |
6,915 |
|
Stock
Options: The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option valuation
model. The Company then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution
method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions:
| |
● |
Expected
volatility – the Company estimates the volatility of the share price at the date of grant using a “look-back” period
which coincides with the expected term, defined below. The Company believes using a “look-back” period which coincides
with the expected term is the most appropriate measure for determining expected volatility. |
| |
● |
Expected
term – the Company estimates the expected term using the “simplified” method, as outlined in SEC Staff Accounting
Bulletin No. 107, “Share-Based Payment.” |
| |
● |
Risk-free
interest rate – the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to
the expected term of the options in effect at the time of grant. |
| |
● |
Dividends
– the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are
there any plans to declare a dividend. |
The
Company estimated the fair value of stock options granted in the periods presented utilizing a Black-Scholes option-valuation model utilizing
the following assumptions:
SCHEDULE OF WEIGHTED-AVERAGE ASSUMPTIONS TO ESTIMATE THE FAIR VALUE OF THE OPTIONS GRANTED
| |
|
|
For the nine months ended September 30, |
|
| |
|
|
2022 |
|
|
|
2021 |
|
| |
|
|
|
|
|
|
|
|
| Expected volatility |
|
|
95.1% - 96.0% |
|
|
|
91.8%
- 99.8% |
|
| Expected term |
|
|
6.07 - 6.08 years |
|
|
|
5.25 - 6.08 years |
|
| Risk-free interest rate |
|
|
1.7% - 3.3% |
|
|
|
0.8%
- 1.2% |
|
| Expected dividend yield |
|
|
— |
|
|
|
— |
|
The
following table summarizes stock option activity for the 2015 Incentive Plan during the nine months ended September 30, 2022:
SCHEDULE OF STOCK OPTIONS ACTIVITY
| |
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term (years)
|
|
|
Aggregate Intrinsic Value (in thousands) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding at December 31, 2021 |
|
|
314,194 |
|
|
$ |
38.48 |
|
|
|
7.63 |
|
|
$ |
— |
|
| Granted |
|
|
7,760 |
|
|
$ |
5.30 |
|
|
|
— |
|
|
$ |
— |
|
| Cancelled/forfeited |
|
|
(82,510 |
) |
|
$ |
39.31 |
|
|
|
— |
|
|
$ |
— |
|
| Exercised |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
| Outstanding at September 30, 2022 |
|
|
239,444 |
|
|
$ |
37.10 |
|
|
|
6.71 |
|
|
$ |
— |
|
| Exercisable |
|
|
140,414 |
|
|
$ |
36.67 |
|
|
|
5.39 |
|
|
$ |
— |
|
| Unvested |
|
|
99,030 |
|
|
$ |
37.72 |
|
|
|
8.58 |
|
|
$ |
— |
|
The
aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair
value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s
common stock. As of September 30, 2022, the total compensation cost related to non-vested option awards not yet recognized was approximately
$3.3 million with a weighted average remaining vesting period of 2.3 years.
The
following table summarizes stock option activity for the 2005 Incentive Plan during the nine months ended September 30, 2022:
SCHEDULE OF STOCK OPTIONS ACTIVITY
| |
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term (years)
|
|
|
Aggregate Intrinsic Value (in thousands) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding at December 31, 2021 |
|
|
3,200 |
|
|
$ |
32.00 |
|
|
|
1.80 |
|
|
$ |
— |
|
| Cancelled/forfeited |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
| Exercised |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
| Outstanding at September 30, 2022 |
|
|
3,200 |
|
|
$ |
32.00 |
|
|
|
1.04 |
|
|
$ |
— |
|
| Exercisable |
|
|
3,200 |
|
|
$ |
32.00 |
|
|
|
1.04 |
|
|
$ |
— |
|
| Unvested |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
Restricted
Stock:
The
following table summarizes restricted stock award activity during the nine months ended September 30, 2022:
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY
| |
|
Number of Awards
|
|
|
Weighted Average Grant Date Fair Value |
|
| |
|
|
|
|
|
|
| Outstanding at December 31, 2021 |
|
|
97,260 |
|
|
$ |
46.59 |
|
| Granted |
|
|
779,722 |
|
|
$ |
3.12 |
|
| Cancelled/forfeited |
|
|
(30,742 |
) |
|
$ |
40.65 |
|
| Vested |
|
|
(24,971 |
) |
|
$ |
50.66 |
|
| Outstanding at September 30, 2022 |
|
|
821,269 |
|
|
$ |
5.42 |
|
As
of September 30, 2022, there was approximately $4.1 million of total unrecognized compensation expense related to unvested restricted
stock awards, which is expected to be recognized over a weighted average vesting period of 3.1 years. The total fair value of restricted
stock awards that vested during the nine months ended September 30, 2022 was $1.3 million.
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