Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

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SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2023
SHARE-BASED COMPENSATION  
SHARE-BASED COMPENSATION

NOTE 15. SHARE-BASED COMPENSATION

In 2015, the Company’s Board of Directors adopted, and stockholders approved, the Journey Medical 2015 Stock Plan (the “Plan”) authorizing the Company to grant up to 4,642,857 shares of Common Stock to eligible employees, directors, and consultants in the form of restricted stock, restricted stock units (“RSUs”), stock options and other types of grants. The amount, terms, and exercisability provisions of grants are determined by the Board of Directors. At the Company’s 2022 Annual Meeting of Stockholders, held on June 21, 2022, the Company’s stockholders approved, among other matters, an amendment to the Plan to increase the number of shares of Common Stock issuable under the Plan by 3,000,000 to 7,642,857. As of March 31, 2023, 1,550,337 shares were available for issuance under the Plan.

The following table summarizes the components of share-based compensation expense in the consolidated statements of operations for the three -month periods ended March 31, 2023 and 2022:

    

Three-Month Period Ended March 31,

($’s in thousands)

    

2023

    

2022

Research and development

$

33

$

Selling, general and administrative

 

613

 

773

Total non-cash compensation expense related to share-based compensation included in operating expense

$

646

$

773

Stock Options

The following table summarizes the Company’s stock option activities:

Weighted

    

    

Weighted

    

    

average

Number

average

Aggregate

remaining

of

exercise

intrinsic

contractual 

    

Shares

    

price

    

value

    

life (years)

Outstanding options at December 31, 2022

2,960,000

$

1.76

$

2,217,815

5.65

Granted

10,000

2.54

Exercised

Forfeited

(153,300)

3.45

Expired

Outstanding options at March 31, 2023

 

2,816,700

$

1.67

$

1,550,015

 

5.17

Options vested and exercisable at March 31, 2023

 

1,986,700

$

0.87

$

1,550,015

 

3.46

For the three-month periods ended March 31, 2023 and 2022, $162,865 and $6,838, respectively, of stock option compensation expense was charged against operations. The Company did not issue any shares of Common Stock upon the exercise of stock options for the three-month periods ended March 31, 2023 and 2022. As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to all unvested options of $1.5 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years.

The aggregate intrinsic value in the previous table reflects the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their options on March 31, 2023. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s Common Stock.

Restricted Stock Units

For the three-month periods ended March 31, 2023 and 2022, the Company granted 10,000 and 675,000 shares, respectively, of RSUs, at a weighted-average grant date fair value of $1.79 and $5.06 per share, respectively, amounting to $17,900 and $3.4 million in total aggregate fair value, respectively. For three-month periods ended March 31, 2023 and 2022, approximately $0.5 million and $0.8 million, respectively, of stock compensation expense related to RSUs was charged against operations. At March 31 2023, 1,931,969 RSUs remained unvested and there was approximately $3.3 million of unrecognized compensation cost related to restricted stock which the Company expects to recognize over a weighted-average period of approximately 1.8 years.

The total fair value of restricted stock and RSUs that vested over the three-month periods ended March 31, 2023, was $151,956 and $6,740, respectively.

The following table summarizes the activity related to the Company’s RSUs for the three-month period ended March 31, 2023:

    

Weighted

average

Number of

grant date

    

units

    

Fair value

Unvested balance at December 31, 2022

 

2,261,048

$

4.05

Granted

 

10,000

 

1.79

Vested

(68,662)

4.16

Forfeited

(270,417)

4.19

Unvested balance at March 31, 2023

1,931,969

$

4.02