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Equity Incentive Plans
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Incentive Plans

8.  Equity Incentive Plans

2013 Equity Incentive Plan

In September 2013, the Company adopted the 2013 Equity Incentive Plan, which was subsequently amended and restated (the “2013 Equity Plan”). The 2013 Equity Plan is an omnibus equity compensation plan that permits the issuance of various types of share-based compensation awards, including stock options, restricted stock awards, stock appreciation rights and restricted stock units, as well as cash awards, to directors, officers, employees and eligible consultants. The 2013 Equity Plan has a 10-year term and permits the issuance of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“IRC”). The administrator under the plan has broad discretion to establish the terms of awards, including the size, term, exercise price and vesting conditions. Generally, grants to employees vest over four years, with 25% vesting on the one-year anniversary and the remainder vesting either quarterly or monthly thereafter; grants to non-employee directors generally vest in full on the one-year anniversary of the grant date.

A total of 9,600,000 shares of common stock have been reserved for issuance under the La Jolla Pharmaceutical Company 2013 Equity Incentive Plan (the “2013 Equity Plan”). As of December 31, 2021 and 2020, 5,503,796 and 5,478,334 shares of common stock, respectively, remained available for future grants under the 2013 Equity Plan.

2018 Employee Stock Purchase Plan

In July 2018, the Company adopted the 2018 Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, eligible employees may purchase shares of the Company’s common stock twice per month at a price equal to 85% of the closing price of shares of the Company’s common stock on the date of each purchase. Eligible employees purchasing shares of the Company’s common stock under the ESPP are subject to an annual cap equal to the lesser of $25,000 or 10% of the employee’s annual cash compensation. Shares purchased under the ESPP cannot be sold for a period of one year following the purchase date (or such shorter period of time if the participating employee’s employment terminates before this one-year anniversary).

A total of 750,000 shares of common stock have been reserved for issuance under the La Jolla Pharmaceutical Company 2018 Employee Stock Purchase Plan (the “ESPP”). As of December 31, 2021 and 2020, 335,473 and 455,768 shares of common stock, respectively, remained available for future grants under the ESPP.

Equity Awards

The activity related to equity awards, which are comprised of stock options, during the year ended December 31, 2021 is summarized as follows:

 

 

Equity

Awards

 

 

Weighted-

average

Exercise Price

per Share

 

 

Weighted-

average

Remaining

Contractual

Term(1)

(years)

 

 

Aggregate

Intrinsic

Value(2)

(millions)

 

Outstanding at December 31, 2020

 

 

4,121,666

 

 

$

8.67

 

 

 

 

 

 

 

 

 

Granted

 

 

962,140

 

 

$

4.60

 

 

 

 

 

 

 

 

 

Exercised

 

 

(29,677

)

 

$

5.21

 

 

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

(957,925

)

 

$

10.18

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2021

 

 

4,096,204

 

 

$

7.22

 

 

 

8.2

 

 

$

1.0

 

Exercisable at December 31, 2021

 

 

1,738,026

 

 

$

10.74

 

 

 

7.1

 

 

$

0.3

 

(1) Represents the weighted-average remaining contractual term of stock options.

(2) Aggregate intrinsic value represents the product of the number of equity awards outstanding or equity awards exercisable multiplied by the difference between the Company’s closing stock price per share on the last trading day of the period, which was $4.65 as of December 31, 2021, and the exercise price.

The total intrinsic value of equity awards exercised during the years ended December 31, 2021 and 2020 was $0.1 million. The total grant-date fair value of equity awards vested during the years ended December 31, 2021 and 2020 was $5.0 million and $8.4 million, respectively.

Share-based Compensation Expense

For the years ended December 31, 2021 and 2020, the weighted-average grant date fair value per stock option was $3.47 and $3.48, respectively. The Company estimates the fair value of each stock option grant on the grant date using the Black-Scholes option-pricing model (the “Black-Scholes model”) with the following assumptions:

 

 

 

Year Ended December 31,

 

 

 

 

2021

 

 

 

2020

 

 

Expected volatility

 

 

92.9

 

%

 

 

93.5

 

%

Expected term (years)

 

 

6.08

 

 

 

 

6.07

 

 

Risk-free interest rate

 

 

0.9

 

%

 

 

0.7

 

%

Dividend yield

 

-

 

 

 

-

 

 

 

Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces share-based compensation expense based on actual forfeitures in the period that each forfeiture occurs.

Under the ESPP, eligible employees may purchase shares of the Company’s common stock twice per month at a price equal to 85% of the closing price of shares of the Company’s common stock on the date of each purchase. The benefit received by the employees, which is equal to a 15% discount on the shares of the Company’s common stock purchased, is recognized as share-based compensation expense on the date of each purchase. For the years ended December 31, 2021 and 2020, the Company recorded $0.1 million of share-based compensation expense related to shares of common stock issued under the ESPP.

 

 

The classification of share-based compensation expense is summarized as follows (in thousands):

 

 

Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Selling, general and administrative

 

$

3,633

 

 

$

2,808

 

Research and development

 

 

844

 

 

 

3,399

 

Total share-based compensation expense

 

$

4,477

 

 

$

6,207

 

As of December 31, 2021, total unrecognized share-based compensation expense related to unvested equity awards was $7.1 million, which is expected to be recognized over a weighted-average period of 2.9 years. As of December 31, 2021, there was no unrecognized share-based compensation expense related to shares of common stock issued under the ESPP.