Quarterly report pursuant to Section 13 or 15(d)

SHARE-BASED COMPENSATION

v3.23.2
SHARE-BASED COMPENSATION
6 Months Ended
Jun. 30, 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 June 30, 2023, 1,322,932 shares were available for issuance under the Plan.

In 2023, the Company’s Board of Directors adopted, and stockholders approved, the Journey Medical Corporation 2023 Employee Stock Purchase Plan (the "2023 ESPP"). The Company initially reserved 300,000 shares of common stock for future issuance under the 2023 ESPP. The Company had not initiated any offering periods under the 2023 ESPP as of June 30, 2023. As such, there is no compensation expense associated with the 2023 ESPP.

The following table summarizes the components of share-based compensation expense in the consolidated statements of operations:

    

Three-Month Periods Ended June 30,

    

Six-Month Periods Ended June 30,

($’s in thousands)

    

2023

    

2022

    

2023

    

2022

Research and development

$

30

$

$

64

$

Selling, general and administrative

 

843

 

774

 

1,455

 

1,547

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

$

873

$

774

$

1,519

$

1,547

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

390,684

1.56

Exercised

(5,000)

0.68

Forfeited

(273,629)

3.32

Expired

(14,200)

3.65

Outstanding options at June 30, 2023

 

3,057,855

$

1.59

$

1,605,537

 

5.34

Options vested and exercisable at June 30, 2023

 

1,975,000

$

0.86

$

1,583,625

 

3.18

For the three-month periods ended June 30, 2023 and 2022 approximately $0.2 million and $4,000, respectively, of stock option compensation expense was charged against operations. For the six-month periods ended June 30, 2023 and 2022 approximately $0.3 million and $11,000, respectively, of stock option compensation expense was charged against operations. For the three-month periods ended June 30, 2023 and 2022, the Company issued 5,000 shares and 133,149 shares, respectively, of common stock upon the exercise of outstanding stock options and received proceeds $3,400 and $111,055, respectively. At June 30, 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 2.2 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 June 30, 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

The following table summarizes the activity related to the Company's RSUs for the six-month period ended June 30, 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

(363,190)

4.17

Forfeited

(289,167)

4.24

Unvested balance at June 30, 2023

1,618,691

$

3.98

For the three-month periods ended June 30, 2023 and 2022, approximately $0.7 million of stock compensation expense related to RSUs was charged against operations in each respective period. For the six-month periods ended June 30, 2023 and 2022, approximately $1.2 million and $1.5 million, respectively, of stock compensation expense related to RSUs was charged against operations. For the three-month periods ended June 30, 2023 and 2022 the Company issued 294,528 and 105,000 shares of common stock, respectively, upon vesting of RSU’s amounting to $1.2 million and $0.4 million, respectively, in total aggregate fair market value. For the six-month periods ended June 30, 2023 and 2022, the Company issued 363,190 and 107,000 shares upon vesting of RSU’s amounting to $1.5 million and $0.4 million, respectively, in total aggregate fair market value. At June 30, 2023, 1,618,691 RSUs remained unvested and there was approximately $2.5 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.