Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.22.2.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2022
Retirement Benefits [Abstract]  
Stock-Based Compensation

Note 12 — Stock-Based Compensation

 

PAVmed Inc. 2014 Long-Term Incentive Equity Plan

 

The PAVmed Inc. 2014 Long-Term Incentive Equity Plan (the “PAVmed Inc. 2014 Equity Plan”) is designed to enable PAVmed Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of PAVmed Inc. The types of awards that may be granted under the PAVmed Inc. 2014 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the PAVmed Inc. board of directors.

 

A total of 16,352,807 shares of common stock of PAVmed Inc. are reserved for issuance under the PAVmed Inc. 2014 Equity Plan, with 2,830,092 shares available for grant as of June 30, 2022. The share reservation is not diminished by a total of 600,854 PAVmed Inc. stock options and restricted stock awards granted outside the PAVmed Inc. 2014 Equity Plan as of June 30, 2022.

 

PAVmed Inc. Stock Options

 

PAVmed Inc. stock options granted under the PAVmed Inc. Inc. 2014 Equity Plan and stock options granted outside such plan are summarized as follows:

 

    Number of Stock Options     Weighted Average Exercise Price     Remaining Contractual Term (Years)     Intrinsic Value(2)  
Outstanding stock options at December 31, 2021     8,720,198     $ 3.39       6.8     $ 3,516  
Granted(1)     4,219,350     $ 1.49                  
Exercised     (299,999 )   $ 1.01                  
Forfeited     (1,437,143 )   $ 3.04                  
Outstanding stock options at June 30, 2022(3)     11,202,406     $ 2.79       7.9     $ 8  
Vested and exercisable stock options at June 30, 2022     5,994,046     $ 3.07       6.5     $ 1  

 

(1) Stock options granted under the PAVmed Inc. 2014 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.
   
(2) The intrinsic value is computed as the difference between the quoted price of the PAVmed Inc. common stock on each of June 30, 2022 and December 31, 2021 and the exercise price of the underlying PAVmed Inc. stock options, to the extent such quoted price is greater than the exercise price.
   
(3) The outstanding stock options presented in the table above, are inclusive of 500,854 stock options granted outside the PAVmed Inc. 2014 Equity Plan. as of June 30, 2022 and December 31, 2021.

 

PAVmed Inc. Restricted Stock Awards

 

PAVmed Inc. restricted stock awards granted under the PAVmed Inc. 2014 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

 

    Number of Restricted Stock Awards     Weighted Average Grant Date Fair Value  
Unvested restricted stock awards as of December 31, 2021     1,666,666     $ 2.36  
Granted            
Vested     (541,666 )     1.20  
Forfeited     (150,000 )     2.04  
Unvested restricted stock awards as of June 30, 2022(1)     975,000     $ 3.05  

 

(1) The unvested restricted stock awards presented in the table above, are inclusive of 100,000 restricted stock awards granted outside the PAVmed Inc. 2014 Equity Plan. as of June 30, 2022 and December 31, 2021.

 

 

Note 12 — Stock-Based Compensation - continued

 

Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan

 

The Lucid Diagnostics Inc. 2018 Long-Term Incentive Equity Plan (“Lucid Diagnostics Inc. 2018 Equity Plan”) is separate and apart from the PAVmed Inc. 2014 Equity Plan discussed above. The Lucid Diagnostics Inc. 2018 Equity Plan is designed to enable Lucid Diagnostics Inc. to offer employees, officers, directors, and consultants, as defined, an opportunity to acquire shares of common stock of Lucid Diagnostics Inc. The types of awards that may be granted under the Lucid Diagnostics Inc. 2018 Equity Plan include stock options, stock appreciation rights, restricted stock, and other stock-based awards subject to limitations under applicable law. All awards are subject to approval by the Lucid Diagnostics Inc. board of directors.

 

A total of 9,144,000 shares of common stock of Lucid Diagnostics Inc. are reserved for issuance under the Lucid Diagnostics Inc. 2018 Equity Plan, with 3,932,802 shares available for grant as of June 30, 2022, with the share reservation not diminished by a total of 473,300 Lucid Diagnostics Inc. stock options and restricted stock awards granted outside the Lucid Diagnostics Inc. 2018 Equity Plan.

 

Lucid Diagnostics Inc. Stock Options

 

Lucid Diagnostics Inc. stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and stock options granted outside such plan are summarized as follows:

 

    Number of Stock Options     Weighted Average Exercise Price     Remaining Contractual Term (Years)  
Outstanding stock options at December 31, 2021     1,419,242     $ 0.73       7.0  
Granted(1)     2,107,500     $ 3.82          
Exercised     (959,389 )   $ 0.72          
Forfeited     (107,687 )   $ 4.45          
Outstanding stock options at June 30, 2022(2)     2,459,666     $ 3.22       9.0  
Vested and exercisable stock options at June 30, 2022     741,869     $ 1.90       7.4  

 

(1) Stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan and those granted outside such plan generally vest ratably over twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant.
   
(2) The outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics Inc. 2018 Equity Plan. as of June 30, 2022 and December 31, 2021.

 

Lucid Diagnostics Inc. Restricted Stock Awards

 

Lucid Diagnostics Inc. restricted stock awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan and restricted stock awards granted outside such plan are summarized as follows:

 

    Number of Restricted Stock Awards     Weighted Average Grant Date Fair Value  
Unvested restricted stock awards as of December 31, 2021     1,940,740     $ 12.76  
Granted     320,000       4.53  
Vested            
Forfeited            
Unvested restricted stock awards as of June 30, 2022(1)     2,260,740     $ 11.59  

 

(1) The unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted stock awards granted outside the Lucid Diagnostics Inc. 2018 Equity Plan. as of June 30, 2022 and December 31, 2021.

 

On January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted stock awards having a single vesting date on January 7, 2025, and an aggregate grant date fair value of approximately $1.4 million, measured as the grant date closing price of Lucid Diagnostics Inc. common stock, with such aggregate estimated fair value recognized as stock-based compensation expense ratably on a straight-line basis over the vesting period, which is commensurate with the service period. The restricted stock awards are subject to forfeiture if the requisite service period is not completed.

 

 

Note 12 — Stock-Based Compensation - continued

 

Consolidated Stock-Based Compensation Expense

 

The consolidated stock-based compensation expense recognized by each of PAVmed Inc. and Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows: 

                                 
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
    2022     2021     2022     2021  
Sales and marketing expenses   $ 591     $ 298     $ 1,216     $ 500  
General and administrative expenses     4,162       4,599       8,164       5,722  
Research and development expenses     254       306       440       417  
Total stock-based compensation expense   $ 5,007     $ 5,203     $ 9,820     $ 6,639  

 

Stock-Based Compensation Expense Recognized by Lucid Diagnostics Inc.

 

As noted, the consolidated stock-based compensation expense presented above is inclusive of stock-based compensation expense recognized by Lucid Diagnostics Inc., inclusive of each of: stock options granted under the PAVmed Inc. 2014 Equity Plan to the three physician inventors of the intellectual property underlying the CWRU License Agreement (“Physician Inventors”) (as discussed above in Note 4, Related Party Transactions); and stock options and restricted stock awards granted to employees of PAVmed Inc. and non-employee consultants under the Lucid Diagnostics Inc. 2018 Equity Plan. The stock-based compensation expense recognized by Lucid Diagnostics Inc. for both the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, with respect to stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

 

                                 
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
    2022     2021     2022     2021  
Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses   $ 215     $     $ 480     $  
Lucid Diagnostics Inc 2018 Equity Plan – general and administrative expenses     3,313       2,505       6,514       3,295  
Lucid Diagnostics Inc 2018 Equity Plan – research and development expenses     26       22       97       34  
PAVmed Inc 2014 Equity Plan - sales and marketing expenses     161             336        
PAVmed Inc 2014 Equity Plan - general and administrative expenses     77             145        
PAVmed Inc 2014 Equity Plan - research and development expenses     52       53       107       56  
Total stock-based compensation expense – recognized by Lucid Diagnostics Inc   $ 3,844     $ 2,580     $ 7,679     $ 3,385  

 

The consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock options and restricted stock awards issued under each of the PAVmed Inc. 2014 Equity Plan and the Lucid Diagnostics Inc. 2018 Equity Plan, as discussed above, is as follows:

 

    Unrecognized Expense     Weighted Average Remaining Service Period (Years)  
PAVmed Inc. 2014 Equity Plan                
Stock Options   $ 9,127       2.3  
Restricted Stock Awards   $ 1,510       1.2  
                 
Lucid Diagnostics Inc. 2018 Equity Plan                
Stock Options   $ 4,030       2.6  
Restricted Stock Awards   $ 10,873       1.0  

 

 

Note 12 — Stock-Based Compensation - continued

 

Stock-based compensation expense recognized with respect to stock options granted under the PAVmed Inc. 2014 Equity Plan was based on a weighted average estimated fair value of such stock options of $0.74 per share and $3.32 per share during the periods ended June 30, 2022 and 2021, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

 

   

Six Months Ended

June 30,

 
    2022     2021  
Expected term of stock options (in years)     5.8       5.6  
Expected stock price volatility     84.0 %     75.0 %
Risk free interest rate     3.0 %     1.0 %
Expected dividend yield     %     %

 

Stock-based compensation expense recognized with respect to stock options granted under the Lucid Diagnostics Inc. 2018 Equity Plan was based on a weighted average estimated fair value of such stock options of $1.48 per share during the year ended June 30, 2022. There were no stock-based awards granted under the Lucid Diagnostics Inc. 2018 Equity Plan during the period ended June 30, 2021. The stock-based compensation was calculated using the following weighted average Black-Scholes valuation model assumptions:

 

   

Six Months Ended

June 30,

 
    2022  
Expected term of stock options (in years)     5.7  
Expected stock price volatility     71.0 %
Risk free interest rate     3.0 %
Expected dividend yield     %

 

PAVmed Inc. Employee Stock Purchase Plan (“ESPP”)

 

A total of 194,240 shares and 203,480 shares of common stock of the Company were purchased for proceeds of approximately $217 and $304, on March 31, 2022 and 2021, respectively under the PAVmed Inc Employee Stock Purchase Plan (“PAVmed Inc ESPP”). The PAVmed Inc. ESPP has a total reservation of 1,750,000 shares of common stock of PAVmed Inc. of which 931,841 shares are available-for-issue as of June 30, 2022.

 

Lucid Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”)

 

The Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period is April 1, 2022 to September 30, 2022. The Lucid Diagnostics Inc. ESPP share purchase dates are March 31 and September 30. The Lucid Diagnostics Inc. ESPP has a total reservation of 500,000 shares of common stock of Lucid Diagnostics Inc. for which all shares are available-for-issue as of June 30, 2022.