v3.25.1
Stock-based Compensation
3 Months Ended
Mar. 31, 2025
Stock-based Compensation  
Stock-based Compensation

9. Stock-based Compensation

2013 Equity Incentive Plan

The Company’s board of directors adopted, and its stockholders approved, its 2013 Equity Incentive Plan effective in January 2014, and the 2013 Equity Incentive Plan was amended and restated by approval of the board of directors in April 2022 and by approval of the stockholders in May 2022 (as so amended and restated, the 2013 Plan). The 2013 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code (the Code), to the Company’s employees and its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards (RSUs), stock appreciation rights, performance stock awards and other forms of stock compensation to its employees, including officers, consultants and

directors. The 2013 Plan also provides for the grant of performance cash awards to the Company’s employees, consultants and directors. Unless otherwise stated in a stock option agreement, 25% of the shares subject to an option grant will typically vest upon the first anniversary of the vesting start date and thereafter at the rate of one forty-eighth of the option shares per month as of the first day of each month after the first anniversary. Upon termination of employment by reasons other than death, cause, or disability, any vested options shall terminate 90 days after the termination date, unless otherwise set forth in a stock option agreement. Stock options generally terminate 10 years from the date of grant.

Authorized Shares

The maximum number of shares of common stock that may be issued under the 2013 Plan was originally 1,000,000 shares, plus any shares subject to stock options or similar awards granted under the 2003 Plan that expire or terminate without having been exercised in full or are forfeited to or repurchased by the Company. Upon the amendment and restatement of the 2013 Plan in May 2022, the existing share reserve was increased by 2,619,622. Beginning on January 1, 2023 and ending on (and including) January 1, 2029, the maximum number of shares of common stock that may be issued under the 2013 Plan will cumulatively be increased by 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the board of directors or the compensation committee thereof. The maximum number of shares that may be issued pursuant to exercise of incentive stock options under the 2013 Plan is 20,000,000 shares. As of March 31, 2025, the total number of shares reserved for issuance under the 2013 Plan was 14,257,627 shares, of which 4,389,042 shares were available for future grants.

Shares issued under the 2013 Plan may be authorized but unissued or reacquired shares of common stock. Shares subject to stock awards granted under the 2013 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2013 Plan. Additionally, shares issued pursuant to stock awards under the 2013 Plan that the Company repurchases or that are forfeited, as well as shares reacquired by the Company as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2013 Plan.

Stock Options

A summary of the Company’s stock option activity under the 2013 Plan for the three months ended March 31, 2025 is as follows:

Weighted-Average

Remaining

Aggregate

Outstanding

Weighted-Average

Contractual Term

Intrinsic Value

    

Options

    

Exercise Price

    

(Years)

    

(In thousands)

Outstanding as of December 31, 2024

12,304,882

$

3.50

 

7.4

Options forfeited

(3,318,696)

2.15

Outstanding as of March 31, 2025

8,986,186

 

4.00

 

0.8

$

Vested or expected to vest as of March 31, 2025

6,278,529

 

5.00

 

0.9

$

Exercisable as of March 31, 2025

5,952,070

 

5.16

 

0.7

$

As of March 31, 2025, there was approximately $426,000 of total unrecognized compensation expense related to unvested options that will be recognized over a weighted-average period of approximately 0.8 years. The total fair value of stock options that vested in the three months ended March 31, 2025 and 2024 was $2,184,791 and $1,394,896, respectively. During the three months ended March 31, 2024 the Company issued 2,800 shares of common stock and received $4,898 in cash proceeds from the exercise of these stock options granted under the 2013 Plan. Total intrinsic value of the options exercised during the three months ended March 31, 2024 was $3,758.

The Company has granted stock options to purchase an aggregate of 1,208,550 shares to certain employees under the 2013 Plan, the vesting of which is subject to performance vesting conditions relating to the achievement of specified regulatory or commercial milestones. The maximum fair value of $319,178 associated with performance-based options granted has been excluded from the unrecognized compensation expense under the 2013 Plan as the completion of the performance milestones was not deemed to be probable as of March 31, 2025.

Restricted Stock Units (RSUs)

An RSU is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant. In January 2021, the Company awarded RSUs under the 2013 Plan to all of its employees. The RSUs vested over four years in equal installments on each anniversary of the grant date, provided that the employee remained employed by the Company at the applicable vesting date. Compensation expense is recognized on a straight-line basis. As of March 31, 2025 all RSUs were vested.

The following is a summary of RSU activity under the 2013 Plan for the three months ended March 31, 2025:

Weighted-Average

Number of Shares

Grant Date

    

Underlying RSUs

Fair Value

Unvested at December 31, 2024

 

48,133

$

3.81

Vested

 

(48,133)

 

3.81

Unvested at March 31, 2025

 

 

Inducement Plan

The Company’s board of directors previously adopted the GlycoMimetics, Inc. Inducement Plan (as amended to date, the Inducement Plan). The Inducement Plan provides for the grant of nonstatutory stock options, restricted stock awards, RSU awards, stock appreciation rights and other forms of stock awards to individuals not previously an employee or director of the Company as an inducement for such individuals to join the Company. Unless otherwise stated in an applicable stock option agreement, one-fourth of the shares subject to an option grant under the Inducement Plan will typically vest upon the first anniversary of the vesting start date, with the balance of the shares vesting in a series of thirty-six successive equal monthly installments as of the first day of each month measured from the first anniversary of the vesting start date, subject to the new employee’s continued service with the Company through the applicable vesting dates. Upon termination of employment by reasons other than death, cause or disability, any vested options will terminate 90 days after the termination date, unless otherwise set forth in a stock option agreement. Stock options generally terminate 10 years from the date of grant. The Inducement Plan was amended by the board of directors on multiple occasions to increase the number of shares reserved for issuance to 3,000,000 shares as of March 31, 2025. As of March 31, 2025, there were 743,481 shares available for future grants under the Inducement Plan.

A summary of the Company’s stock option activity under the Inducement Plan for the three months ended March 31, 2025 is as follows:

Weighted-Average

Remaining

Aggregate

Outstanding

Weighted-Average

Contractual Term

Intrinsic Value

    

Options

    

Exercise Price

    

(Years)

    

(In thousands)

Outstanding as of December 31, 2024

2,690,800

$

2.01

 

7.1

Options forfeited

(444,373)

1.97

Outstanding as of March 31, 2025

2,246,427

 

2.01

 

0.4

$

Vested or expected to vest as of March 31, 2025

1,588,960

 

1.95

 

0.4

$

Exercisable as of March 31, 2025

1,510,936

 

1.94

 

0.4

$

As of March 31, 2025, there was approximately $87,000 of total unrecognized compensation expense related to unvested options under the Inducement Plan that will be recognized over a weighted-average period of approximately 0.2 years. There were no options exercised under the Inducement Plan during the three months ended March 31, 2025 or 2024. The total fair value of stock options which vested in the three months ended March 31, 2025 and 2024 was $140,683 and $305,219, respectively.

The Company has granted stock options to purchase an aggregate of 549,200 shares to certain newly hired employees under the Inducement Plan which options are subject to performance-based vesting conditions. The maximum

fair value of $798,053 associated with the performance-based options has been excluded from the unrecognized compensation expense under the Inducement Plan as the completion of the performance milestones was not deemed to be probable as of March 31, 2025.

The weighted-average fair value of the options granted under all equity incentive plans during the three months ended March 31, 2024 was $2.44 per share, applying the Black-Scholes-Merton option pricing model utilizing the following weighted-average assumptions:

    

2024

Expected term

6.25 years

Expected volatility

90.37%

Risk-free interest rate

3.89%

Expected dividend yield

0%

Stock-based compensation expense was classified on the statements of operations as follows for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 

    

2025

2024

Research and development expense

$

$

348,242

General and administrative expense

 

405,428

 

843,838

Total stock-based compensation expense

$

405,428

$

1,192,080