Note 5 – Stock Incentive Plan

In April 2016, the Company’s Board of Directors and stockholders representing a majority of the Company’s outstanding stock at that time, approved the Monopar Therapeutics Inc. 2016 Stock Incentive Plan, as amended (the “Plan”), allowing the Company to grant up to an aggregate 140,000 shares of stock-based awards in the form of stock options, restricted stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants. In October 2017, the Company’s Board of Directors voted to increase the stock award pool to 320,000 shares of common stock, which subsequently was approved by the Company’s stockholders. In April 2020, the Company’s Board of Directors voted to increase the stock award pool to 620,000 (an increase of 300,000 shares of common stock), which was approved by the Company’s stockholders in June 2020. In April 2021, the Company’s Board of Directors voted to approve an amendment to the 2016 Stock Incentive Plan to remove certain individual award limits and other provisions related to I.R.C. Section 162(m) and to update the limit on Incentive Stock Options to no more than 100% of the maximum aggregate number of shares which may be granted under the plan, which was approved by the Company’s stockholders in June 2021. In March 2022, the Company’s Board of Directors voted to increase the stock award pool to 1,020,000 (an increase of 400,000 shares of common stock), which was approved by the Company’s stockholders in June 2022. In July 2024, the Company’s Board of Directors voted to increase the stock award pool to 1,420,000 (an increase of 400,000 shares of common stock), which was approved by the Company’s stockholders on August 5, 2024. In  March 2025, the Company registered 400,000 additional shares of common stock under the Plan.

During the three months ended March 31, 2025, the Company’s Plan Administrator Committee (with regards to non-officer employees and consultants) and the Company’s Compensation Committee, as ratified by the Board of Directors (in case of executive officers and non-employee directors), granted to executive officers, non-officer employees, non-employee directors and consultants aggregate stock options for the purchase of 216,331 shares of the Company’s common stock, with exercise prices ranging from $22.00 to $31.70 per share and with vesting schedules ranging from vesting immediately upon grant date to 4 years. All stock option grants have a 10-year term.

Under the Plan, the per share exercise price for the shares to be issued upon exercise of an option shall be determined by the Plan Administrator, except that the per share exercise price shall be no less than 100% of the fair market value per share on the grant date. Fair market value is the Company’s closing price on Nasdaq. Stock options generally expire after 10 years.

Stock option activity under the Plan was as follows: 

A summary of options outstanding as of March 31, 2025, is shown below:

Restricted stock unit activity under the Plan was as follows:

(1) In aggregate there were 120,941 restricted stock units granted during the three months ended March 31, 2025, of which 6,002 restricted stock units vested immediately upon grant date and 114,939 restricted stock units vest 6/48ths on the six-month anniversary of vesting commencement date and 3/48ths per quarter thereafter.

Stock option grants and fair values under the Plan were as follows:

As of  March 31, 2025, the aggregate intrinsic value of outstanding vested and unvested stock options was approximately $8.4 million and $2.3 million respectively. The weighted-average exercise price in aggregate was $24.20, which includes $22.09 for fully vested stock options and $27.31 for stock options expected to vest. As of  March 31, 2025, unamortized balance of stock-based compensation was $9.8 million, to be amortized over the following 3 years.

During the three months ended  March 31, 2025 and 2024, the Company recognized $714,888 and $155,255 of employee, non-employee director and consultant stock-based compensation expense as G&A expenses, respectively, and $640,129 and $173,406 as R&D expenses, respectively. The stock-based compensation expense is allocated on a departmental basis, based on the classification of the stock-based award holder. No income tax benefits have been recognized in the condensed consolidated statements of operations and comprehensive loss for stock-based compensation arrangements.