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NOTE
10 – STOCK-BASED COMPENSATION
The
Company previously granted stock options under its 2005 Equity Incentive Plan (the “2005 Incentive Plan”), under which no
further grants can be made. The Company now grants stock options and stock awards under the 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. As
of March 31, 2023, there were 136,303 shares available to be granted under the 2015 Incentive Plan. On March 22, 2023, the Company’s
board of directors approved 131,750 restricted stock awards to be granted to six new hires as inducement grants (“Inducement Grants”).
The
following table summarizes stock-based compensation expense for the three months ended March 31, 2023 and 2022 (in thousands):
SCHEDULE
OF STOCK BASED COMPENSATION
| |
|
2023 |
|
|
2022 |
|
| |
|
For the three months ended March 31, |
|
| |
|
2023 |
|
|
2022 |
|
| |
|
|
|
|
|
|
| Research and development |
|
$ |
584 |
|
|
$ |
372 |
|
| General and administrative |
|
|
186 |
|
|
|
490 |
|
| Total stock-based compensation expense |
|
$ |
770 |
|
|
$ |
862 |
|
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 three months ended March 31, |
|
| |
|
2023*
|
|
|
2022 |
|
| |
|
|
|
|
|
|
| Expected volatility |
|
|
n/a |
|
|
|
95.13%
- 95.26%
|
|
| Expected term |
|
|
n/a |
|
|
|
6.07 – 6.08 years |
|
| Risk-free interest rate |
|
|
n/a |
|
|
|
1.69%
- 1.76%
|
|
| Expected dividend yield |
|
|
n/a |
|
|
|
0% |
|
| * |
the Company did not
grant any stock options in the three months ended March 31, 2023. |
The
following table summarizes stock option activity for the 2015 Incentive Plan and the 2005 Incentive Plan during the three months ended
March 31, 2023:
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, 2022 |
|
|
240,770 |
|
|
$ |
37.04 |
|
|
|
6.42 |
|
|
$ |
— |
|
| Granted |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
| Cancelled/forfeited |
|
|
(6,073 |
) |
|
$ |
38.65 |
|
|
|
— |
|
|
$ |
— |
|
| Exercised |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
| Outstanding at March 31, 2023 |
|
|
234,697 |
|
|
$ |
37.00 |
|
|
|
6.21 |
|
|
$ |
— |
|
| Exercisable |
|
|
162,633 |
|
|
$ |
36.33 |
|
|
|
5.36 |
|
|
$ |
— |
|
| Unvested |
|
|
72,064 |
|
|
$ |
38.52 |
|
|
|
8.12 |
|
|
$ |
— |
|
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 March 31, 2023, the total compensation cost related to non-vested option awards not yet recognized was approximately
$2.4 million with a weighted average remaining vesting period of 1.9 years.
Restricted
Stock
The
following table summarizes restricted stock award activity for the 2015 Incentive Plan and Inducement Grants during the three months
ended March 31, 2023:
SCHEDULE
OF RESTRICTED STOCK AWARD ACTIVITY
| |
|
Number of Awards |
|
|
Weighted Average Grant Date Fair Value Per Unit |
|
| |
|
|
|
|
|
|
| Outstanding at December 31, 2022 |
|
|
816,958 |
|
|
$ |
5.35 |
|
| Granted |
|
|
136,850 |
|
|
$ |
2.44 |
|
| Cancelled/forfeited |
|
|
(23,862 |
) |
|
$ |
4.89 |
|
| Vested |
|
|
(9,651 |
) |
|
$ |
47.36 |
|
| Outstanding at March 31, 2023 |
|
|
920,295 |
|
|
$ |
4.49 |
|
As
of March 31, 2023, there was approximately $3.6 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 2.8 years. The total fair value of restricted stock
awards that vested during the three months ended March 31, 2023 was $0.5 million.
|