Damora Therapeutics, Inc. Stock Compensation Disclosure
10. STOCK-BASED COMPENSATION
Employee equity plan
In March 2020, the Company’s board of directors and stockholders approved the 2020 Stock Option and Grant Plan (“2020 Plan”). Holders of stock options under the 2020 Plan are entitled to exercise the vested portion of the stock option during the term of the grant. If a qualified exit, as defined in the 2020 Plan, occurs before the stock option vests, then all of the holders’ unvested options shall vest immediately.
In October 2020, the Company’s board of directors and stockholders approved the 2020 Equity Incentive Plan (“2020 Equity Plan”). Following the adoption of the 2020 Equity Plan, no further options are available to be issued under the 2020 Plan. Stock-based awards granted under the 2020 Equity Plan generally vest over a four-year period and expire ten years from the grant date. Shares available
for grant under the 2020 Equity Plan cumulatively increase by 5% of the number of shares of common stock issued and outstanding on January 1st each year until 2030. At December 31, 2024, the Company had 126,570 options available for future grant under the 2020 Equity Plan.
The following table sets forth the activity for the Company’s stock options during the periods presented:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding at December 31, 2022 |
|
|
231,158 |
|
|
$ |
135.67 |
|
|
|
7.9 |
|
|
$ |
— |
|
Granted |
|
|
76,934 |
|
|
|
32.02 |
|
|
|
— |
|
|
|
433,020 |
|
Cancelled |
|
|
(32,616 |
) |
|
|
70.84 |
|
|
|
— |
|
|
|
11,445 |
|
Outstanding at December 31, 2023 |
|
|
275,476 |
|
|
|
114.38 |
|
|
|
6.7 |
|
|
|
— |
|
Granted |
|
|
90,020 |
|
|
|
7.71 |
|
|
|
— |
|
|
|
— |
|
Cancelled |
|
|
(143,417 |
) |
|
|
103.19 |
|
|
|
— |
|
|
|
— |
|
Outstanding at December 31, 2024 |
|
|
222,079 |
|
|
$ |
78.37 |
|
|
|
7.2 |
|
|
$ |
— |
|
Vested and exercisable at December 31, 2024 |
|
|
122,219 |
|
|
$ |
129.02 |
|
|
|
5.4 |
|
|
$ |
— |
|
The weighted-average grant date fair value of all stock options granted during the year ended December 31, 2024 was $6.04. The intrinsic value at December 31, 2024 and 2023 is based on the closing price of the Company’s common stock on that date of $4.65 and $18.00 per share, respectively.
The Company uses a Black-Scholes option pricing model to determine fair value of its stock options. The Black-Scholes option pricing model includes various assumptions, including the fair value of common shares, expected life of stock options, the expected volatility based on the historical volatility of a publicly traded set of peer companies and the expected risk-free interest rate based on the implied yield on a U.S. Treasury security. The fair values of the options granted were estimated based on the Black-Scholes model, using the following assumptions:
|
|
2024 |
|
|
2023 |
|
||
Risk-free interest rate |
|
|
4.0 |
% |
|
|
3.8 |
% |
Expected term (in years) |
|
|
6.0 |
|
|
|
6.0 |
|
Expected volatility |
|
|
95.3 |
% |
|
|
91.0 |
% |
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
In November 2022, the Company’s board of directors approved the 2022 Inducement Plan (the “Inducement Plan”), which allows for the grant of equity awards to be made to new employees where the equity award is a material inducement to an employee entering into employment with the Company. The Inducement Plan was adopted by the Company’s board of directors without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). A total of 10,000 shares of the Company’s common stock have been reserved for issuance under the Inducement Plan. As of December 31, 2024, no shares have been issued under the Inducement Plan.
Restricted Stock Units
In January 2024, the Company granted 34,200 restricted stock units (“RSUs”) to its employees under the 2020 Equity Plan. The weighted average grant date fair value of the time-based RSUs was $17.75 for the year ended December 31, 2024.The RSUs vest 33% after one-year from the grant date and 17% every six-months thereafter, subject to continued service to the Company through the
applicable vesting dates. For the year ended December 31, 2024, the Company recognized $0.2 million in expense related to the RSUs.
The following table sets forth the activity for the Company’s RSUs during the year ended December 31, 2024:
|
|
Restricted |
|
|
Weighted- |
|
||
Total nonvested units at December 31, 2023 |
|
|
— |
|
|
$ |
|
|
Granted |
|
|
34,200 |
|
|
|
17.75 |
|
Vested |
|
|
(7,050 |
) |
|
|
17.75 |
|
Cancelled |
|
|
(11,550 |
) |
|
|
17.75 |
|
Total nonvested units at December 31, 2024 |
|
|
15,600 |
|
|
|
17.75 |
|
Stock-based compensation
The grant date fair value of stock options vested during the years ended December 31, 2024 and 2023 was $3.1 million and $6.1 million, respectively. Total unrecognized compensation expense related to unvested options granted under the Company’s stock-based compensation plan was $1.1 million at December 31, 2024, which is expected to be recognized over a weighted average period of 2.6 years. The Company recorded stock-based compensation expense related to the issuance of stock as follows (in thousands):
|
|
For the Year Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Research and development |
|
$ |
896 |
|
|
$ |
2,452 |
|
General and administrative |
|
|
2,343 |
|
|
|
2,975 |
|
Total Stock-based compensation |
|
$ |
3,239 |
|
|
$ |
5,427 |
|
|
|
|
|
|
|
|
||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.