Employee Share Based Compensation And Benefit Plans

12 Months Ended

Dec. 31, 2022

Employee Share Based Compensation And Benefit Plans [Abstract]

Employee Share Based Compensation And Benefit Plans

NOTE 9:Employee SHARE BASED COMPENSATION AND Benefit Plans

2010 Stock Incentive Plan

The Company’s employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan, which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of December 31, 2022, there were no shares of Aspira common stock available for future grants under the 2010 Plan.

As of December 31, 2022, a total of 4,306,561 shares of Aspira common stock were reserved for issuance with respect to outstanding stock options.

2019 Stock Incentive Plan

At the Company’s 2019 annual meeting of stockholders, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan, which was later amended to the Aspira Women’s Health Inc. (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants.

Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 10,492,283. To the extent an equity award granted under the 2019 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of December 31, 2022, there were 3,576,486 shares of Aspira common stock available for future grants under the 2019 Plan.

As of December 31, 2022, there were 5,521,863 shares of Aspira common stock subject to outstanding stock options and there were no outstanding restricted stock units.

The activity related to shares available for grant under the 2010 Plan and the 2019 Plan for the years ended December 31, 2022 and 2021 was as follows:

	2010 Stock Option Plan	2019 Stock Option Plan	Total
Shares available at December 31, 2020	-	6,504,934	6,504,934
Options forfeited	95,626	1,321,646	1,417,272
Options granted	-	(4,020,634)	(4,020,634)
Restricted stock units granted	-	(76,742)	(76,742)
Shares expired	(95,626)	-	(95,626)
Shares available at December 31, 2021	-	3,729,204	3,729,204
Options forfeited	39,750	2,979,315	3,019,065
Options granted	-	(2,612,581)	(2,612,581)
Restricted stock units forfeited	-	5,193	5,193
Restricted stock units granted	-	(438,340)	(438,340)
Shares expired	(39,750)	(86,305)	(126,055)
Shares available at December 31, 2022	-	3,576,486	3,576,486

The stock option activity under the 2010 Plan and the 2019 Plan for the years ended December 31, 2022 and 2021 was as follows:

	Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Options outstanding at December 31, 2020	8,212,112	$	1.49	$	42,833,712	7.51
Granted	4,020,634		6.22
Exercised	(557,566)		1.29
Forfeited	(1,417,272)		4.34
Options outstanding at December 31, 2021	10,257,908	$	2.96	$	3,797,181	7.44
Granted	2,612,581		0.91
Exercised	(23,000)		0.74
Forfeited	(3,019,065)		2.19
Options outstanding at December 31, 2022	9,828,424	$	1.95	$	-	6.06
Shares exercisable:
December 31, 2022	6,320,588	$	1.63	$	-	4.99
Shares expected to vest:
December 31, 2022	2,649,117	$	2.52	$	-	8.01

The range of exercise prices for options outstanding and exercisable at December 31, 2022 is as follows:

	Exercise Price				Options Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life in Years	Options Exercisable		Weighted Average Exercise Price
$	0.38	-	$	1.01	2,788,619	$	0.69	6.45	1,887,119	$	0.69
	1.04	-		1.28	2,183,060		1.07	7.50	904,060		1.10
	1.29	-		2.05	2,563,191		1.53	4.33	2,323,191		1.56
	2.08	-		7.79	2,293,554		4.78	6.16	1,206,218		3.65
$	0.38	-	$	7.79	9,828,424	$	2.96	7.44	6,320,588	$	1.61

(in thousands)		Total Intrinsic Value of Options Exercised		Total Fair Value of Vested Options
Year ended December 31, 2022	$	5	$	5,982
Year ended December 31, 2021	$	2,903	$	4,325

Stock-based Compensation

Stock-based Compensation Expense

The Company records stock-based compensation net of estimated forfeitures. The assumptions used to calculate the fair value of options granted under the 2010 Plan and the 2019 Plan that were incorporated in the Black-Scholes pricing model for the years ended December 31, 2022 and 2021 were as follows:

	December 31, 2022			December 31, 2021
Dividend yield		-	%		-	%
Volatility		92.7	%		89.0	%
Risk-free interest rate		2.45	%		0.63	%
Expected lives (years)		2.00			3.80
Weighted average fair value	$	0.490		$	3.940

The allocation of employee and director stock-based compensation expense by functional area for the years ended December 31, 2022 and 2021 was as follows:

	Year Ended
	December 31,
(in thousands)	2022		2021
Cost of revenue	$	64	$	153
Research and development		77		350
Sales and marketing		356		1,210
General and administrative		1,913		1,658
Total	$	2,410	$	3,371

As of December 31, 2022, total unrecognized compensation cost related to unvested stock option awards was approximately $4,059,000 and the related weighted average period over which it is expected to be recognized was 2.36 years. As of December 31, 2022, there was no unrecognized compensation costs related to restricted stock units.

401(k) Plan

The Company’s 401(k) Plan allows eligible employees to defer up to an annual limit of the lesser of 90.0% of eligible compensation or a maximum contribution amount subject to the Internal Revenue Service annual contribution limit. The Company is not required to make Company contributions under the 401(k) Plan. During the years ended December 31, 2022 and 2021, the Company did not make Company contributions to the 401(k) Plan.