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Share-Based Compensation
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 4: Share-Based Compensation

In conjunction with the Company’s initial public offering (“IPO”), the board of directors of vTv Therapeutics Inc. (the “Board of Directors”) and sole stockholder adopted a long-term equity incentive plan, the vTv Therapeutics Inc. 2015 Omnibus Equity Incentive Plan (the “Plan”).  The Plan provides for the grant of stock options, restricted stock, restricted stock units and other awards based on our Class A Common Stock to management, other key employees, consultants and non-employee directors on terms and subject to conditions as established by our Compensation Committee.  In settlement of its obligations under this plan, the Company will issue new shares of Class A Common Stock.  Following an amendment to increase the number of shares available under the plan in 2020, the maximum number of shares of the Company’s Class A Common Stock that has been approved and may be subject to awards under the Plan is 7.0 million, subject to adjustment in accordance with terms of the Plan.

The Company has issued non-qualified stock option awards and restricted stock units to certain employees, consultants and non-employee directors of the Company.  These awards generally vest ratably over a three-year period and the option awards expire after a term of ten years from the date of grant.  For the years ended December 31, 2021, 2020 and 2019, the Company recognized $2.4 million, $1.0 million and $1.5 million of compensation expense related to share-based awards, respectively.  Given that the Company has established a full valuation allowance against its deferred tax assets, the Company has recognized no tax benefit related to these awards.  As of December 31, 2021, the Company had total unrecognized stock-based compensation expense of approximately $3.3 million, which is expected to be recognized on a straight-line basis over a weighted average period of 2.6 years.  The weighted average grant date fair value for all option grants during the years ended December 31, 2021, 2020 and 2019 was $1.23, $1.91 and $2.28 per option, respectively.

 

The Company entered into a retirement agreement on October 19, 2021, with its former CEO Steve Holcombe which included provisions for him to retire from full-time service as CEO as of October 19, 2021. As part of the retirement agreement, Mr. Holcombe’s remaining unvested awards will continue to vest and be fully vested on December 31, 2022. In light of this change, the Company entered into an employment and Inducement Agreement with Deepa Prasad, who was appointed President and CEO as of October 19, 2021. The Inducement Agreement provided the grant of 2,498,635 options to purchase the Company's Class A common stock at a strike price of $1.47 per share. The grants have varying service and performance vesting requirements depending on the grantee's status as an employee. The awards subject to the Inducement Agreement were not charged against the Plan’s share reserve and are being granted outside of the Plan as an Inducement Award.

 

The Company also entered into separation agreements with several other key employees in December 2021 who had a combination of unvested and vested stock options at the termination date. As a result of the retirement and separation agreements, 1,190,263 stock options to purchase shares of common stock were modified to increase the time period to exercise the options and 616,667 stock options to purchase shares of common stock were modified to accelerate vesting at the termination date.  Additionally, 375,000 stock options were canceled for the year ended December 31, 2021, related to the separation agreements. The Company incurred $0.5 million of additional stock compensation expense for the modifications for the year ended December 31, 2021.

The aggregate intrinsic value of the in-the-money awards outstanding as well as those exercisable as of December 31, 2021, was an insignificant amount.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted.  The fair value of stock options granted was estimated using the following assumptions during the years ended December 31, 2021, 2020 and 2019:

 

 

For the Year Ended December 31,

 

 

2021

 

 

2020

 

 

2019

 

Expected volatility

118.75% - 122.17%

 

 

120.37% - 121.43%

 

 

115.29% - 120.15%

 

Expected life of option, in years

5.8 - 6.0

 

 

5.7 - 6.0

 

 

5.3 - 6.0

 

Risk-free interest rate

1.00% - 1.34%

 

 

0.39% - 0.53%

 

 

1.58% - 2.64%

 

Expected dividend yield

0.00%

 

 

0.00%

 

 

0.00%

 

 

F-16

 

The following table summarizes the activity related to the stock option awards for the year ended December 31, 2021 (in thousands, except per share amounts):

 

 

Number of Shares

 

 

Weighted

Average Exercise Price

 

Awards outstanding at December 31, 2020

 

4,453,357

 

 

$

4.41

 

Granted

 

3,368,635

 

 

 

1.43

 

Exercised

 

(20,833

)

 

 

2.24

 

Forfeited

 

(745,124

)

 

 

2.60

 

Awards outstanding at December 31, 2021

 

7,056,035

 

 

$

3.19

 

Options exercisable at December 31, 2021

 

2,908,180

 

 

$

5.50

 

Weighted average remaining contractual term

6.3 Years

 

 

 

 

 

Options vested and expected to vest at December 31, 2021

 

5,960,235

 

 

$

3.50

 

Weighted average remaining contractual term

7.9 Years

 

 

 

 

 

Compensation expense related to the grants of stock options is included in research and development and general and administrative expense as follows (in thousands):

 

 

2021

 

 

2020

 

 

2019

 

Research and development

$

599

 

 

$

348

 

 

$

522

 

General and administrative

 

1,757

 

 

 

661

 

 

 

996

 

Total share-based compensation expense

$

2,356

 

 

$

1,009

 

 

$

1,518