Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

2020 Inducement Plan

On March 26, 2020, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the ArTara Therapeutics, Inc. Inducement Plan (the “2020 Inducement Plan”) in order to award nonstatutory stock options, restricted stock awards, restricted stock unit awards and other stock-based awards to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

The 2020 Inducement Plan provides for a total of 600,000 shares for the issuance of the Company’s common stock. The Compensation Committee also adopted a form of stock option grant notice and stock option agreement and forms of restricted stock unit grant notice and restricted stock unit agreement for use with the Inducement Plan.

As of December 31, 2022, 446,639 shares remain available to be issued under the 2020 Inducement Plan.

2017 Equity Incentive Plan

On August 10, 2017, Private ArTara, (a predecessor of the Company), its Board of Directors and its stockholders approved the ArTara Therapeutics, Inc. 2017 Equity Incentive Plan to enable Private ArTara and its affiliates to recruit and retain highly qualified personnel and to incentivize personnel for productivity and growth.

The 2017 Equity Incentive Plan provided for the grant of a total of 2,000,000 shares for the issuance of stock options, stock appreciation rights, restricted stock and restricted stock units to among others, members of the Board of Directors, employees, consultants and service providers to the Company and its affiliates. As of January 9, 2020, in connection with the Merger, no additional awards will be made under the 2017 Equity Incentive Plan.

2014 Equity Incentive Plan

On October 3, 2014, the stockholders approved the 2014 Equity Incentive Plan. On June 20, 2017, the Company’s Board of Directors amended the 2014 Equity Incentive Plan, or the Amended and Restated 2014 Plan. On July 31, 2017, the stockholders approved this amendment. On January 1, 2020, Protara Therapeutics, Inc. amended its Amended and Restated 2014 Equity Incentive Plan to increase the number of shares of stock available for issuance under the 2014 Equity Incentive Plan to 1,048,300 shares and made conforming changes and updates pursuant to Section 162(m) of the Code.

The Amended and Restated 2014 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock grants and qualified performance-based awards. The Amended and Restated 2014 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1, by four percent of the Company’s common stock on the immediately preceding December 31, adjusted for the number of shares of the Company’s common stock issuable upon conversion of any security that the Company may issue that is convertible into or exchangeable for the Company’s common stock, or such lesser number of shares as determined by the Company’s Board of Directors.

Terms of the stock awards, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the plans. Certain awards provide for accelerated vesting if there is a change in control as defined in the plans.

On January 1, 2022, pursuant to the Amended 2014 Plan’s annual evergreen feature, the number of shares authorized under the Amended 2014 Plan was increased by 840,181 shares to 1,238,785 shares. As of December 31, 2022, 603,218 shares remain available to be issued under the Amended 2014 Plan.

On January 1, 2023, pursuant to the Amended 2014 Plan’s annual evergreen feature, the number of shares authorized under the Amended 2014 Plan was increased by 861,933 shares to 1,465,151 shares available to be issued.

2014 Employee Stock Purchase Plan

On October 3, 2014, the stockholders approved the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP initially authorized the issuance of up to 3,513 shares of the Company’s common stock. The number of shares increases each January 1, commencing on January 1, 2015 and ending on (and including) January 1, 2024, by an amount equal to the lesser of one percent of the outstanding shares as of the end of the immediately preceding fiscal year, 7,025 shares or any lower amount determined by the Company’s Board of Directors prior to each such January 1st.

On January 1, 2022, pursuant to the increase per the 2014 ESPP, the number of shares authorized under the 2014 ESPP was increased by 7,025 shares to 32,062 shares. As of December 31, 2022, the authorized number of shares under the 2014 ESPP is 32,062 and the number of shares available for issuance is 32,062. During the years ended December 31, 2022 and 2021, no shares were issued under the 2014 ESPP.

On January 1, 2023, pursuant to the increase per the 2014 ESPP, the number of shares authorized under the 2014 ESPP was increased by 7,025 shares to 39,087 shares.

Restricted Stock Units

The following table summarizes restricted stock unit activity:

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested 12/31/2021		96,201		$	28.87
Granted		178,425			6.08
Forfeited		(26,400	)		11.01
Vested		(51,388	)		21.67
Non-vested 12/31/2022		196,838		$	12.49

The fair value of RSUs is amortized on a straight-line basis over the requisite service period of the respective awards. As of December 31, 2022, the unamortized value of RSUs was $1,412. As of December 31, 2022, the weighted average remaining amortization period was 1.53 years. As of December 31, 2022 and 2021, 289,500 and 286,918 RSUs, respectively, have vested that have not yet been settled into shares of the Company’s common stock.

During the year ended December 31, 2022, the Company issued 31,658 shares of the Company’s common stock from the net settlement of 48,806 RSUs. The Company paid $90 in connection with the net share settlement of these RSUs.

Stock Options

The Company determined the fair value of stock options granted based upon the assumptions as provided below.

	For the Years Ended December 31,
	2022			2021
Exercise price	$ 2.77 - $ 6.90			$ 6.56 - $ 19.82
Dividend yield		0.00	%		0.00	%
Expected volatility		92.00% - 99.00	%		89.00% - 98.00	%
Risk-free interest rate		1.46% - 4.23	%		0.45% - 1.33	%
Expected life (in years)		5.27 - 6.08			5.27 - 6.08

The following table summarizes stock option activities for the year ended December 31, 2022:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (1)
Outstanding 12/31/2021		1,356,639		$	20.51		8.59	$	1
Granted		844,400			6.13		-		-
Exercised		-			-		-		-
Forfeited		(246,977	)		15.35		-		-
Expired		(125,733	)		25.40		-		-
Outstanding at December 31, 2022		1,828,329		$	14.23		8.16	$	-
Vested or expected to vest at December 31, 2022		1,828,329		$	14.23		8.16	$	-
Exercisable as of December, 31 2022		755,234		$	18.71		7.50	$	-

(1) Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2022. The intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $0 as no options were exercised.

The weighted average grant date fair value per share of the options granted during the years ended December 31, 2022 and 2021 was $4.80 and $12.60, respectively. As of December 31, 2022, there was approximately $8,333 of unrecognized share-based compensation for unvested stock option grants which is expected to be recognized over a weighted average period of 2.50 years. The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur.

Summary of Stock-Based Compensation Expense

The following tables summarize total stock-based compensation costs recognized:

	For the Years Ended December 31,
	2022		2021
RSUs	$	1,272	$	4,520
Stock options		5,416		5,842
Total	$	6,688	$	10,362

Stock-based compensation expense was reflected within the consolidated statements of operations and comprehensive loss as:

	For the Years Ended December 31,
	2022		2021
Research and development	$	1,511	$	1,409
General and administrative		5,177		8,953
Total	$	6,688	$	10,362