The Company has three stock option plans in existence: the 9 Meters Biopharma, Inc. 2022 Stock Incentive Plan (the “2022 Plan”), the 2012 Omnibus Incentive Plan, as amended (the “Omnibus Plan”) and the Innovate 2015 Stock Incentive Plan (the “Private Innovate Plan”). In addition, the Company assumed 50,714 options in accordance with the terms of the merger agreement with RDD Pharma, Ltd. (the “RDD Merger Agreement”). The Company’s stock options typically vest over a period of three or four years and typically have a maximum term of ten years.

As of December 31, 2022, there were 179,630 stock options outstanding under the Private Innovate Plan. Since 2018, the Company has not issued, and does not intend to issue, any additional awards from the Private Innovate Plan.


	Number of Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (in years)
Outstanding at December 31, 2021	265,067	$	33.80	$	837,459	2.7
Options granted	—	—				—
Options forfeited	(85,437)	41.76				—
Options exercised	—	—				—
Outstanding at December 31, 2022	179,630	29.88		—		2.7
Exercisable at December 31, 2022	179,630	29.88		—		2.7
Vested and expected to vest at December 31, 2022	179,630	$	29.88	$	—	2.7

There were no options granted under the Private Innovate Plan during the years ended December 31, 2022 and 2021. The total intrinsic value of options exercised was approximately $635,000 during the year ended December 31, 2021. There were no options exercised during the year ended December 31, 2022.

The total fair value of stock option awards vested during the year ended December 31, 2021 under the Private Innovate Plan was approximately $49,000. There were no stock options vested during the year ended December 31, 2022 under the Private Innovate Plan. As of December 31, 2022, there was no unrecognized compensation cost related to unvested stock-based compensation arrangements under the Private Innovate Plan.

The Private Innovate Plan provides for accelerated vesting under certain change-of-control transactions, if approved by the Board. On April 23, 2021, the Board approved the extension of the exercise periods of certain option holders’ vested options for an additional twelve months. Pursuant to the Board’s approval, options to purchase 85,414 shares of the Company’s common stock were extended and the Company recognized an additional $0.3 million in non-cash stock compensation expense related to the modification during the year ended December 31, 2021. All other terms of the options remained unchanged.

The shares reserved for issuance under the Omnibus Plan automatically increase on the first day of each calendar year beginning in 2019 and ending in 2022 by an amount equal to the lesser of (i) five percent of the number of shares of common stock outstanding as of December 31st of the immediately preceding calendar year or (ii) such lesser number of shares of common stock as determined by the Board (the “Evergreen Provision”). On January 1, 2022, the number of shares of common stock available under the Omnibus Plan automatically increased by 645,589 shares, pursuant to the Evergreen Provision. The Board elected to forgo the increase from the Evergreen Provision that would have increased the option pool by 5% of the shares of common stock outstanding on January 1, 2021.

As of December 31, 2022, there were options to purchase 1,192,233 shares of the Company’s common stock outstanding under the Omnibus Plan. Upon its approval, the 2022 Plan superseded and replaced the Omnibus Plan, which expired by its terms on April 30, 2022. No new awards can be granted under the Omnibus Plan after its expiration, but any awards outstanding under the Omnibus Plan remain subject to the terms of the Omnibus Plan. Upon approval of the 2022 Plan, any shares subject to outstanding awards under the Omnibus Plan that subsequently expire, terminate or are surrendered or forfeited for any reason without issuance of shares will automatically become available under the 2022 Plan.

The range of assumptions used in estimating the fair value of the options granted under the Omnibus Plan using the Black-Scholes option pricing model for the periods presented were as follows:


	Year Ended December 31,
	2022	2021
Expected dividend yield	0%	0%
Expected stock-price volatility	79%	68% - 85%
Risk-free interest rate	1.4% - 1.9%	0.1% - 1.1%
Expected term of options (in years)	6.1	2.3 - 6.1


	Number of Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (in years)
Outstanding at December 31, 2021	730,377	$	23.70	$	2,296,720	8.5
Options granted	470,631	14.71
Options forfeited	(8,775)	14.80
Options exercised	—	—
Outstanding at December 31, 2022	1,192,233	20.22		—		8.1
Exercisable at December 31, 2022	519,256	23.78		—		7.4
Vested and expected to vest at December 31, 2022	1,153,870	$	20.32	$	—	8.1

The weighted-average grant date fair value of options granted under the Omnibus Plan was $9.89 and $18 during the years ended December 31, 2022 and 2021, respectively. The total intrinsic value of options exercised was approximately $39,000 during the year ended December 31, 2021. There were no options exercised during the year ended December 31, 2022.

The total fair value of stock option awards vested under the Omnibus Plan was approximately $3.7 million and $0.8 million during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was approximately $6.5 million of total unrecognized compensation cost related to unvested stock-based compensation arrangements under the Omnibus Plan. This cost is expected to be recognized over a weighted-average period of 2.6 years.

The Omnibus Plan provides for accelerated vesting, if approved by the Company’s Board. During the year ended December 31, 2022, in accordance with the separation and consulting agreement entered into with our former Chief Financial Officer, the Company accelerated the vesting of all remaining unvested options and extended the exercise period to ten years from the issuance date. During the year ended December 31, 2021, the Board approved the acceleration and extension of unvested options held by a former board member whose term on the Board was expiring. The Company recognized additional non-cash stock compensation expense related to modifications of $1.1 million and $0.1 million during the years ended December 31, 2022 and 2021, respectively.

There were no RSUs granted during the year ended December 31, 2022 and 2021 and there were no unvested RSUs as of December 31, 2022. The Company recognized share-based compensation expense for RSUs of approximately $0.2 million during the year ended December 31, 2021. There was no share-based compensation expense for RSUs during the year ended December 31, 2022.

The 2022 Plan was approved by the Company’s stockholders on June 22, 2022. The 2022 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, or other stock awards. Upon adoption of the 2022 Plan, there were 600,000 shares of the Company’s common stock reserved for issuance. The 2022 Plan will be increased by the number of shares underlying any option awarded under the Omnibus Plan that expires, terminates or is canceled without issuance. As of December 31, 2022, there were 565,120 shares available for issuance under the 2022 Plan.

The range of assumptions used in estimating the fair value of the options granted under the 2022 Plan using the Black-Scholes option pricing model for the periods presented were as follows:


	Year Ended December 31,
	2022	2021
Expected dividend yield	—%	—
Expected stock-price volatility	79% - 81%	—
Risk-free interest rate	3.0% - 3.2%	—
Expected term of options (in years)	5.8 - 6.0	—


	Number of Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (in years)
Outstanding at December 31, 2021	—	$	—	$	—	—
Options granted	36,880	5.27
Options forfeited	—	—
Options exercised	—	—
Outstanding at December 31, 2022	36,880	$	5.27	$	—	9.5
Exercisable at December 31, 2022	5,940	$	5.29	$	—	9.5
Vested and expected to vest at December 31, 2022	34,927	$	5.27	$	—	9.5

The weighted-average grant date fair value of options granted under the 2022 Plan was $3.64 during the year ended December 31, 2022. There were no options granted under the 2022 Plan during the year ended December 31, 2021. There were no options exercised under the 2022 Plan during the year ended December 31, 2022.

The total fair value of stock options vested under the 2022 Plan was approximately $22,000 during the year ended December 31, 2022. As of December 31, 2022, there was approximately $0.1 million of total unrecognized compensation

cost related to unvested stock-based compensation arrangements under the 2022 Plan which is expected to be recognized over a weighted-average period of 2.5 years.

Pursuant to the RDD Merger Agreement, the Company assumed option grant agreements for 50,714 option grant agreements awarded to RDD employees upon consummation of the merger with RDD (the “RDD Options”) on April 30, 2020. All of the RDD Options are fully vested as of December 31, 2022 and there were no RDD Options granted during the years ended December 31, 2022 and 2021. The total intrinsic value of RDD Options exercised was approximately $27,000 during the year ended December 31, 2021. There were no RDD Options exercised during the year ended December 31 2022.


	Number of Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life (in years)
Outstanding at December 31, 2021	49,295	$	12.60	$	343,486	3.3
Options granted	—
Options forfeited	—
Options exercised	—
Outstanding at December 31, 2022	49,295	$	12.60	$	8,269	2.3
Exercisable at December 31, 2022	49,295	$	12.60	$	8,269	2.3


	Year Ended December 31,
	2022		2021
Research and development	$	950,000	$	773,000
General and administrative	2,988,000		1,640,000
Total share-based compensation	$	3,938,000	$	2,413,000