Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.24.1.1.u2
Stock-Based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation
8.
STOCK-BASED COMPENSATION

On June 1, 2023, the Company’s shareholders approved the adoption of a new 2023 Equity Incentive Plan (the “2023 Plan”), and the Company adopted the 2023 Plan. As a result, the CV Sciences, Inc. Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan") terminated and was replaced by the 2023 Plan; future issuances of incentive instruments will be made under and governed by the 2023 Plan. Outstanding awards issued under the 2013 Plan will remain subject to the terms and conditions of the 2013 Plan, provided that to the extent that outstanding awards under the 2013 Plan are forfeited or lapse unexercised, the shares of common stock subject to such awards will no longer be available for future issuance under the 2013 Plan or any other equity incentive plan of the Company.

The 2023 Plan has a term of 10 years. The number of shares of the Company’s common stock authorized for issuance under the 2023 Plan is initially 34,976,000 shares, which number shall automatically increase on January 1 of each fiscal year (for a period of ten years after adoption of the 2023 Plan) during the term of the 2023 Plan, commencing on January 1, 2024, by the lesser of (a) 4% of the total

shares of the Company's common stock outstanding on December 31st of the prior year, and (b) a lesser number of the Company's common stock as determined by the Company's Board of Directors. As of December 31, 2023, the Company had 34,726,000 authorized but unissued shares reserved for issuance under the 2023 Plan. On January 1, 2024, the Company did not add any shares to the 2023 Plan.

As of March 31, 2024, total unrecognized compensation cost related to non-vested stock-based compensation arrangements was $0.2 million, which is expected to be recognized over a weighted-average period of 1.9 years.

The following summarizes activity related to the Company's stock options (in thousands, except per share data):

 

 

Number of Shares

 

 

Weighted Average
Exercise Price

 

 

Weighted Average
Remaining Contract
Term (in years)

 

 

Aggregate Intrinsic Value

 

Outstanding - December 31, 2023

 

 

24,435

 

 

$

0.32

 

 

 

4.4

 

 

$

6

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(11,687

)

 

 

0.42

 

 

 

 

 

 

 

Outstanding - March 31, 2024

 

 

12,748

 

 

 

0.24

 

 

 

7.9

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable - March 31, 2024

 

 

7,059

 

 

 

0.39

 

 

 

7.1

 

 

 

3

 

Vested or expected to vest - March 31, 2024

 

 

12,748

 

 

$

0.24

 

 

 

7.9

 

 

$

6

 

 

The Company has established performance milestones in connection with drug development efforts for its lead drug candidate CVSI-007. As of March 31, 2024, there were 6,750,000 unvested performance-based stock options previously granted to Michael Mona Jr. ("Mona Jr.") outside of the 2013 Plan and 2023 Plan which are not included in the above table. These stock options vest upon the satisfaction of future performance conditions (refer to Note 12).

The following table presents the weighted average grant date fair value of stock options granted and the weighted-average assumptions used to estimate the fair value on the date of grant using the Black-Scholes valuation model:

 

 

Three months ended March 31,

 

 

2024

 

2023

 

Volatility

 

*

 

 

132.0

%

Risk-Free Interest Rate

 

*

 

 

3.8

%

Expected Term (in years)

 

*

 

 

5.77

 

Dividend Rate

 

*

 

 

%

Weighted Average Fair Value Per Share on Grant Date

 

*

 

$

0.04

 

 

* There were no grants during the three months ended March 31, 2024.

The risk-free interest rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. Expected volatility is based on the historical volatility of the Company's common stock. The Company estimates the expected term for stock options awarded to employees, officers and directors using the simplified method in accordance with ASC Topic 718, Stock Compensation, because the Company does not have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. In the future, as the Company gains historical data for the actual term over which stock options are held, the expected term may change, which could substantially change the grant-date fair value of future stock option awards, and, consequently, compensation of future grants.