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Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based CompensationThe Board of Directors adopted the Rockwell Medical, Inc., 2007 Long Term Incentive Plan (“2007 LTIP”) on April 11, 2007. The 2007 LTIP expired on April 11, 2017 and no equity awards were granted under the 2007 LTIP following its
expiration. There were 1,045,455 shares of common stock reserved for issuance under the 2007 LTIP. The Board of Directors adopted the 2018 Long-Term Incentive Plan (“2018 LTIP”) on January 29, 2018 as a replacement for the 2007 LTIP. Initially there were 300,000 shares of common stock reserved for issuance under the 2018 LTIP. On May 18, 2020, at the 2020 Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Rockwell Medical, Inc. 2018 Long Term Incentive Plan to increase the number of shares of common stock issuable thereunder by 263,636 and on May 9,2022, at the 2021 Annual Meeting, the Company's stockholders approved the amended and restatement of the Rockwell Medical, Inc. 2018 Long Term Incentive Plan to increase the number of shares of common stock issuable thereunder by 454,546 shares bringing common stock reserve for issuance up to 1,018,182 under the 2018 LTIP. The Compensation Committee of the Board of Directors (the “Committee”) is responsible for the administration of the 2007 LTIP and 2018 LTIP, including the grant of stock based awards and other financial incentives including performance based incentives to employees, non‑employee directors and consultants.
The Company's standard stock option agreement under the 2007 LTIP and 2018 LTIP allows for the payment of the exercise price of vested stock options either through cash remittance in exchange for newly issued shares, or through non‑cash exchange of previously issued shares held by the recipient for at least six months in exchange for our newly issued shares.  The 2007 LTIP and 2018 LTIP also allow for the retention of shares in payment of the exercise price and income tax withholding.  The latter method results in no cash being received by the Company, but also results in a lower number of total shares being outstanding subsequently as a direct result of this exchange of shares. Shares returned to the Company in this manner would be retired.
The Company recognized total stock-based compensation expense during the years ended December 31, 2022 and 2021 as follows (table in thousands):
Year Ended December 31,
20222021
Service based awards:
Restricted stock units$129 $344 
Stock option awards576 1,354 
$705 $1,697 
Performance based awards:
Restricted stock awards$(390)$(390)
Stock option awards— (364)
(390)(754)
Total$315 $943 
Restricted Stock Awards
A summary of the Company’s restricted stock awards during the years ended December 31, 2022 and 2021 is as follows:
Number of SharesWeighted Average
Grant-Date
Fair Value
Unvested at January 1, 202113,345 $62.70 
Forfeited(6,227)$62.70 
Unvested at December 31, 20217,118 62.70 
Forfeited(6,227)— 
Unvested at December 31, 2022891 $62.70 
The fair value of restricted stock awards are measured based on their fair value on the date of grant and amortized over the vesting period of 20 months. As of December 31, 2022, all unvested restricted stock awards were related to performance based awards. The 6,227 forfeited performance-based restricted stock awards were due to the termination of the Company's former Chief Development Officer on March 25, 2022. These forfeited awards reduced stock-based compensation expense by $0.4 million. Stock-based compensation expense of nil was recognized for each of the years ended December 31, 2022 and 2021. As of December 31, 2022, there is no unrecognized stock-based compensation expense related to restricted stock awards.
Service Based Restricted Stock Units
A summary of the Company’s service based restricted stock units during the year ended December 31, 2022 and 2021 is as follows:
Number of SharesWeighted Average
Grant-Date
Fair Value
Unvested at January 1, 202124,136 $28.60 
Granted28,186 9.90 
Forfeited(1,073)52.91 
Vested(21,960)24.97 
Unvested at December 31, 202129,289 12.87 
Granted125,000 1.47 
Forfeited(5,774)19.00 
Vested(23,515)11.33 
Unvested at December 31, 2022125,000 $1.47 
The fair value of service based restricted stock units are measured based on their fair value on the date of grant and amortized over the vesting period. The vesting periods range from 1-3 years. Stock-based compensation expense of $0.1 million was recognized for each of the years ended December 31, 2022 and 2021. As of December 31, 2022, the unrecognized stock-based compensation expense was $0.1 million over the next 12 months.
Performance Based Restricted Stock Units
As of December 31, 2022, there were no issued or outstanding performance-based restricted stock units. As a result, there was no unrecognized stock-based compensation expense related to performance-based restricted stock units.
Service Based Stock Options
The fair value of the service based stock options granted for the years ended December 31, 2022 and 2021 were based on the following assumptions:
December 31,
20222021
Exercise price
$1.28 - $1.66
$5.94 - $5.94
Expected stock price volatility
76.2% - 78.5%
75.0% - 77.7%
Risk-free interest rate
1.97% - 3.44%
0.47% - 1.30%
Term (years)
5.5 - 6.0
5.5 - 6.0
A summary of the Company’s service based stock option activity for the years ended December 31, 2022 and 2021 is as follows:
Shares
Underlying
Options		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in $1,000's)
Outstanding at January 1, 2021519,814 $50.05 6.6$— 
Granted177,014 9.68 6.0— 
Expired(128,064)(77.00)
Forfeited(40,173)(24.42)— 
Outstanding at December 31, 2021528,591 $32.01 7.5$— 
Granted898,659 1.49 — — 
Expired(96,199)(78.06)— 
Forfeited(124,146)(5.70)— 
Outstanding at December 31, 20221,206,905 $28.31 8.9$— 
Exercisable at December 31, 2022243,088 $4.81 6.8$— 
The aggregate intrinsic value in the table above is calculated as the difference between the closing price of our common stock and the exercise price of the stock options that had strike prices below the closing price.
During the year ended December 31, 2022 and 2021, the service based stock options granted consisted of 898,659 and 177,014 options granted to employees, respectively. As of December 31, 2022, 243,088 vested options were exercisable at a weighted average price of $28.31 per share.
During the year ended December 31, 2022 and 2021, stock-based compensation expense of $0.6 million and $1.4 million was recognized, respectively. As of December 31, 2022, total stock-based compensation expense related to 963,817 unvested options not yet recognized totaled approximately $0.9 million over the next 3.7 years.
Performance Based Stock Options
As of December 31, 2022, there were no performance based stock options outstanding.