Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

Stock-Based Compensation

12. Stock-Based Compensation

Stock Options

The Company established the 2001 Employee Stock Option Plan to provide incentive stock options and non-qualified stock options to employees, and the 2001 Non-employee Stock Option Plan to provide non-qualified stock options to the members of the board of directors and advisory board, and non-employees. The 2001 Employee Stock Option Plan and the 2001 Non-employee Stock Option Plan are collectively referred to as the “2001 Plans.” In connection with the PharmAthene Merger Agreement in 2017, the Company issued options from its 2001 Plans to replace options previously granted. The Company de-designated common stock available for issuance under the 2001 Plans. No additional options or restricted stock will be granted under these plans. Options outstanding and unvested restricted stock granted or replaced under these plans will continue to vest over the remaining vesting period through the earlier of exercise, expiration, or forfeiture. The replacement options issued after the 2017 mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration, or forfeiture. Also, in connection with the 2017 mergers, the 2001 Plans were assumed by the Company.

In addition, the Company assumed the PharmAthene, Inc. Amended and Restated 2007 Long-Term Incentive Compensation Plan (the “2007 Plan”). Awards outstanding under the 2007 Plan remained outstanding in accordance with their applicable terms and conditions. No additional awards will be made under the 2007 Plan.

The Company established the 2017 Omnibus Incentive Plan (the “Omnibus Plan”) to provide incentive stock options, non-qualified stock options, restricted stock, and other stock-based awards denominated in shares of the Company’s common stock, and performance-based cash awards to eligible employees, consultants, and directors. In 2018, the Company’s shareholders approved an amendment to the Omnibus Plan to increase the number of shares reserved for

issuance from 1,500,000 to 5,000,000. The aggregate share reserve will be increased on January 1 of each year commencing in 2018 and ending on and including January 1, 2027 up to an amount equal to the lowest of (i) 4% of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors. The maximum shares of common stock that may be granted to each employee or consultant in any fiscal year under the Omnibus Plan is the lesser of 800,000 shares per type of award or a maximum compensation amount of $5,000,000 under a Black-Scholes valuation model. The maximum common stock that may be granted to directors under the Omnibus Plan during any fiscal year is 500,000 shares.

On November 29, 2018, the Board approved and adopted the Altimmune Inc. 2018 Inducement Grant Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity or equity-based awards in the form of non-qualified stock options, restricted stock awards and other stock-based awards. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.

The Board has reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan (subject to customary adjustments in the event of a change in capital structure of the Company), and the Inducement Plan will be administered by the Compensation Committee. In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The 2001 Plans, the 2007 Plan, the Omnibus Plan and the Inducement Plan are collectively referred to as the “Plans.” During the year ended December 31, 2021 under the Plans, a total of 1,225,700 options to purchase shares of common stock were granted. As of December 31, 2021, there were 990,819 and 1,394,206 shares of common stock available for future grants under the Omnibus Plan and the Inducement Plan, respectively.

The fair value of stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions:

	For the Year Ended December 31,
	2021		2020
Expected volatility	109.6	%	102.4	%
Expected term (years)	6.0		5.9
Risk-free interest rate	0.8	%	1.2	%
Expected dividend yield	0.0	%	0.0	%

Expected volatility: As there is not sufficient historical volatility for the expected term of the stock options, the Company uses an average historical share price volatility, inclusive of its own volatility, based on an analysis of reported data for a peer group of comparable companies which were selected based upon industry similarities.

Expected term (years): Expected term represents the number of years that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the stock options; therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.

Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the daily U.S. Treasury yield curve rate in effect as of the date of grant.

Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future.

The fair value of each non-employee stock option is estimated at the date of grant using Black-Scholes with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life.

A summary of stock option activity under the Plans is presented below:

				Weighted-Average
		Weighted-		Remaining
	Number of	Average		Contractual Term	Aggregate Intrinsic
	Stock Options	Exercise Price		(Years)	Value
Outstanding, December 31, 2020	1,626,752	$	4.58	5.9	$	12,234,740
Granted	1,225,700	$	14.34
Exercised	(54,068)	$	3.26
Forfeited or expired	(214,941)	$	11.93
Outstanding, December 31, 2021	2,583,443	$	8.63	5.9	$	8,460,273
Exercisable, December 31, 2021	1,097,101	$	5.66	5.8	$	5,570,354
Vested and expected to vest, December 31, 2021	1,334,735	$	10.81	6.0	$	2,889,919

The per share weighted-average grant date fair value of stock options granted during the years ended December 31, 2021 and 2020 were $11.79 and $4.75 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $0.7 million and $0.9 million, respectively. The total fair value of awards vested during the years ended December 31, 2021 and 2020 was $4.7 million and $1.1 million, respectively. At December 31, 2021, there was $10.0 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock

In October 2016, the Company authorized and granted a restricted stock award of 2,651 shares at an aggregate purchase price of $1,067. The weighted-average grant date fair value of the restricted stock award was $310.80 per share. The restricted stock vested ratably at the end of each quarter over four years starting on December 31, 2016 with 50% of the original issued shared subject to accelerated vesting upon a deemed liquidation event. During the year ended December 31, 2020, 213 of the restricted shares fully vested, which completed the vesting of this share award.

In November 2018, the Company authorized and granted the Chief Executive Officer a restricted stock award of 322,907 shares on his date of hire. The weighted-average grant date fair value of the restricted stock award was $3.59 per share. The restricted stock vests over a four-year period, 25% of the shares vesting on the one-year anniversary, and the remaining 75% vesting in 36 substantially equal monthly installments and will be fully vested on December 1, 2022; provided, however, that the executive officer has not experienced a termination prior to the applicable vesting date. The fair value of the 80,726 restricted shares that vested during the year ended December 31, 2021 totaled $1.0 million.

In June 2020, the Company authorized and granted 109,525 shares of restricted stock awards which vested over three months. The weighted-average grant date fair value of the restricted stock award was $9.19 per share. During the year ended December 31, 2020, all of the 109,525 of restricted shares fully vested, which completed the vesting of this share award.

In September 2020, the Company authorized and granted 15,000 shares of restricted stock units which vest over a four-year period, 25% of the shares vesting on the one-year anniversary, and the remaining 75% vesting in 36 substantially equal monthly installments and will be fully vested on September 22, 2024. The weighted-average grant date fair value of the restricted stock award was $14.35 per share. The fair value of the 4,687 restricted shares that vested during the year ended December 31, 2021 totaled $0.1 million.

In February 2021, the Company authorized and granted 181,279 shares of restricted stock units which vest over four years and will be fully vested on February 1, 2025. The weighted-average grant date fair value of the restricted stock award was $16.71 per share. No restricted shares vested during the year ended December 31, 2021.

In June 2021, the Company authorized and granted 15,000 shares of restricted stock units which vest over a four-year period, 25% of the shares vesting on the one-year anniversary, and the remaining 75% vesting in 36 substantially equal monthly installments and will be fully vested on June 30, 2025. The weighted-average grant date fair value of the restricted stock award was $9.85 per share. No restricted shares vested during the year ended December 31, 2021.

In December 2021, the Company authorized and granted 50,000 shares of restricted stock units which vest over four years and will be fully vested on December 31, 2025. The weighted-average grant date fair value of the restricted stock award was $9.16 per share. No restricted shares vested during the year ended December 31, 2021.

A summary of restricted stock activities is presented below:

		Weighted-
		average
		Grant Date
	Shares	Fair Value
Unvested, December 31, 2020	169,726	$	4.54
Granted	246,279		14.76
Vested	(85,413)		4.18
Forfeited or expired	(24,664)		16.71
Unvested, December 31, 2021	305,928	$	11.89

As of December 31, 2021, total unrecognized compensation expense related to restricted stock awards was $2.7 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years.

2019 Employee Stock Purchase Plan

On March 29, 2019, the board of directors adopted the 2019 Employee Stock Purchase Plan (the “2019 ESPP”). A total of 403,500 shares of the Company’s common stock have been reserved for issuance under the 2019 ESPP. Subject to any plan limitations, the 2019 ESPP allows eligible employees to contribute through payroll deductions up to 10% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods begin in February and August of each year, with the initial offering period started on August 1, 2019. The common shares issuable under the 2019 ESPP were registered pursuant to a registration statement on Form S-8 on April 4, 2019.

Unless otherwise determined by the administrator, the Company’s common stock will be purchased for the accounts of employees participating in the 2019 ESPP at a price per share that is the lesser of 85% of the fair market value of the Company’s common stock on the first trading day of the offering period or 85% of the fair market value of the Company’s common stock on the last trading day of the offering period. The 2019 ESPP estimated shares to be purchased fair value is included in the stock-based compensation expense.

Employees have the ability to purchase shares of the Company’s common stock at a price equal to the lower of the first or last trading day of the offering period, which represents an option and, therefore, the 2019 ESPP is a compensatory plan under ASC 718-50, Employee Stock Purchase Plans. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value, employee contributions, and the Company’s stock price and is recognized over the requisite service period of the option. The Company used the Black-Scholes valuation model.

During the year ended December 31, 2021, employees purchased 24,100 shares for $0.2 million under the 2019 ESPP. The Company recognized stock-based compensation expense related to this plan of $0.3 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively.

Stock-based Compensation Expense

Stock-based compensation expense is classified in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020 as follows:

	Year Ended December 31,
	2021		2020
Research and development	$	1,655,982	$	357,762
General and administrative		3,862,908		2,218,244
Total	$	5,518,890	$	2,576,006