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Share-Based Payment Awards
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Awards
12.
Share-Based Payment Awards

Equity Incentive Plans

The 2016 Long-Term Incentive Plan (the 2016 Plan), approved by the Company’s stockholders on December 12, 2016 (the Adoption Date), provides for the issuance of up to 300,000 shares of the Company’s common stock reserved for issuance under the 2016 Plan plus any additional shares of the Company’s common stock that were available for grant under the 2008 Incentive Plan (the 2008 Plan) at the Adoption Date or would otherwise become available for grant under the 2008 Plan as a result of subsequent termination or forfeiture of awards under the 2008 Plan. At the Company’s Annual Meeting of Stockholders held on June 25, 2019, the Company’s stockholders approved an amendment to the 2016 Plan to increase the number of shares authorized for issuance by 1,100,000 shares. At the Company’s Annual Meeting of Stockholders held on June 22, 2021, the Company’s stockholders approved an amendment to the 2016 Plan to increase the number of shares authorized for issuance by 2,500,000 shares. At the Company’s Special Meeting of Stockholders held on November 10, 2022, the Company’s stockholders approved an amendment to the 2016 Plan to increase the number of shares authorized for issuance by 2,000,000 shares. At December 31, 2022, a total of 2.1 million shares were available for new awards.

Starting March 2022, the Company also granted non-statutory stock options to new employees as inducement awards to enter into employment with the Company. The grants were approved by the Compensation Committee of the Board of Directors and awarded in accordance with Nasdaq Listing Rule 5635(c)(4). Although not awarded under the 2016 Plan or the 2008 Plan, the grants are subject to and governed by the terms and conditions of the 2016 Plan.

Stock Options

The following table provides a reconciliation of stock option activity under the Company’s equity incentive plans and for inducement awards for the year ended December 31, 2022:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Life

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Outstanding at January 1, 2022

 

 

2,517,680

 

 

$

16.49

 

 

 

 

 

 

 

Granted

 

 

1,868,400

 

 

 

10.05

 

 

 

 

 

 

 

Exercised

 

 

(4,479

)

 

 

9.20

 

 

 

 

 

 

 

Forfeited

 

 

(284,010

)

 

 

12.91

 

 

 

 

 

 

 

Expired

 

 

(15,036

)

 

 

21.24

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

4,082,555

 

 

$

13.79

 

 

 

7.88

 

 

$

20,555

 

Exercisable at December 31, 2022

 

 

1,567,503

 

 

$

18.54

 

 

 

6.24

 

 

$

 

 

The Company has granted stock options with 25% of the option vesting after one year followed by ratable monthly vesting over the remaining three years. Nonemployee awards are granted similar to the Company’s employee awards. All option grants have a 10-year term. Options to purchase a total of 732,000 shares of the Company’s common stock vested during the year ended December 31, 2022. Starting February 2021, the Company (i) ceased vesting ratable monthly over four years and (ii) retained 25% vesting after one year followed by ratable monthly vesting over the remaining three years.

In determining the grant date fair value of option awards during the years ended December 31, 2022 and 2021, the Company applied the Black-Scholes option pricing model based on the following key assumptions:

 

 

 

Year Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2022

 

2021

Option life (in years)

 

5.50 - 6.09

 

4.75 - 6.08

Stock volatility

 

76% - 78%

 

72% - 83%

Risk-free interest rate

 

1.46% - 4.15%

 

0.42% - 1.44%

Expected dividends

 

0.0%

 

0.0%

 

The following table summarizes information about employee, non-executive director and external consultant stock options for the years ended December 31, 2022 and 2021 (in thousands except per share amounts):

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Weighted average grant date fair value per share

 

$

6.79

 

 

$

8.20

 

Total cash received from exercise of stock options

 

 

41

 

 

 

100

 

Total intrinsic value of stock options exercised

 

 

14

 

 

 

10

 

 

Time-Vested Restricted Stock Units

Time-vested restricted stock units (RSUs) issued to date under the 2016 Plan generally vest on a ratable annual basis over three years. The related stock-based compensation expense is recorded over the requisite service period, which is the vesting period. The fair value of all time-vested RSUs is based on the closing share price of the Company’s common stock on the date of grant.

The following table provides a reconciliation of RSU activity under the 2016 Plan for the year ended December 31, 2022:

 

 

 

Number of
Restricted
Stock Units

 

 

Weighted
Average
Grant Date
Fair Value

 

Nonvested at January 1, 2022

 

 

291,575

 

 

$

13.19

 

Granted

 

 

415,500

 

 

 

10.06

 

Vested

 

 

(155,660

)

 

 

13.25

 

Forfeited

 

 

(42,245

)

 

 

10.93

 

Nonvested at December 31, 2022

 

 

509,170

 

 

$

10.81

 

 

At December 31, 2022, the weighted average remaining vesting term of the RSUs was 1.4 years.

Employee Stock Purchase Plan

On June 25, 2019, the Company’s stockholders approved the adoption of the EyePoint Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan (the ESPP) and authorized up to 110,000 shares of common stock reserved for issuance to participating employees. At the Company’s Annual Meeting of Stockholders held on June 22, 2021, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares authorized for issuance by 250,000 shares. The ESPP allows qualified participants to purchase the Company’s common stock twice a year at 85% of the lesser of the average of the high and low sales price of the Company’s common stock on (i) the first trading day of the relevant offering period and (ii) the last trading day of the relevant offering period. The number of shares of the Company’s common stock each employee may purchase under this plan, when combined with all other employee stock purchase plans, is limited to the lower of an aggregate fair market value of $25,000 during each calendar year, or 5,000 shares of the Company’s common stock in any one offering period. The Company has maintained consecutive six-month offering periods since August 1, 2019. As of December 31, 2022, 47,787 shares of the Company’s common stock were issued pursuant to the ESPP.

The Company estimated the fair value of the option component of the ESPP shares at the date of grant using a Black-Scholes valuation model. For the years ended December 31, 2022 and 2021, the compensation expense from ESPP shares was $169,000 and $113,000, respectively.

Stock-Based Compensation Expense

The Company’s consolidated statements of comprehensive loss included total compensation expense from stock-based payment awards for the years ended December 31, 2022 and 2021, respectively, as follows (in thousands):

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Compensation expense included in:

 

 

 

 

 

 

Research and development

 

$

6,130

 

 

$

2,294

 

Sales and marketing

 

 

1,650

 

 

 

1,187

 

General and administrative

 

 

6,397

 

 

 

3,966

 

Total stock-based compensation expense

 

$

14,177

 

 

$

7,447

 

 

At December 31, 2022, there was approximately $10.4 million of unrecognized compensation expense related to outstanding equity awards under the 2016 Plan, the 2008 Plan, the inducement awards and the ESPP that is expected to be recognized as expense over a weighted average period of approximately 1.6 years.