Annual report [Section 13 and 15(d), not S-K Item 405]

STOCK-BASED COMPENSATION

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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2024
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

6. STOCK-BASED COMPENSATION

Total stock-based compensation expense related to all of our stock-based awards was as follows (in thousands):

Year Ended December 31,

 

2024

    

2023

    

2022

 

Selling, general and administrative

$

10,879

$

6,712

$

10,217

Research and development

1,514

2,094

2,168

Total stock-based compensation expense

$

12,393

$

8,806

$

12,385

Equity Incentive Plans

On May 16, 2018, our stockholders approved the adoption of our 2018 Equity Incentive Plan (2018 Plan). The 2018 Plan is the successor plan to the 2011 Equity Incentive Plan, the 2000 Equity Incentive Plan, and the 2000 Non-Employee Directors’ Stock Option Plan. We have two active equity plans, our 2018 Plan and the Rigel’s Inducement Plan, as amended (Inducement Plan, and together with 2018 Plan, the Equity Incentive Plans). The 2018 Plan provides for granting of stock awards to our officers, directors, all other employees and consultants. The Inducement Plan, which is a non-stockholder approved stock plan, is intended mainly to provide an inducement material by granting awards for certain individuals to enter into employment with us. Awards granted under our Equity Incentive Plans expire no later than 10 years from the date of grant. Awards may be granted with different vesting terms from time to time. To date, we granted stock options and RSUs under our Equity Incentive Plans.

During the year ended December 31, 2024, our Board of Directors approved additional 240,197 shares of common stock reserved for issuance under our Inducement Plan. In May 2024, our stockholders approved an amendment to our 2018 Plan, to, among other items, add an additional 650,000 shares to the number of shares of common stock authorized for issuance under our 2018 Plan.

Stock Options and RSUs

The following table summarizes stock options and RSUs activity, and shares available for grant under our Equity Incentive Plans for the periods presented:

Stock Options

RSUs

 

Weighted

Weighted

Weighted Average

 

Shares Available

Number of

Average

Intrinsic Value

Number of

Grant Date

For Grant

Shares

Exercise Price

(in thousands)

Shares

Fair Value

 

Outstanding as of December 31, 2023

 

1,387,129

 

3,411,632

$

25.62

 

185,938

$

19.82

Authorized for grant

 

890,197

 

Granted

 

(1,155,881)

 

717,106

$

12.68

 

304,705

$

12.81

Exercised/Released

 

 

(93,386)

$

16.08

 

(68,908)

$

18.52

Cancelled and forfeited

 

476,776

 

(470,634)

$

27.65

 

(34,453)

$

15.26

Outstanding as of December 31, 2024

 

1,598,221

 

3,564,718

$

23.00

$

4,528

 

387,282

$

14.94

Vested and expected to vest as of December 31, 2024

3,454,968

$

22.80

$

4,510

Exercisable as of December 31, 2024

2,652,876

$

24.87

$

1,761

Of the total stock options outstanding as of December 31, 2024, 109,750 shares outstanding are performance-based stock options wherein the achievements of the corresponding corporate-based milestones were not probable. Accordingly, the related grant date fair value for these performance-based stock options of $2.1 million has not been recognized as stock-based compensation expense as of December 31, 2024.

The aggregate intrinsic values of stock options outstanding, vested and expected to vest, and exercisable represents the difference between the exercise price of the underlying awards and the quoted price of our common stock for the options that were in-the-money as of December 31, 2024. For the years ended December 31, 2024, 2023 and 2022, the aggregate intrinsic values of stock option exercises were approximately $0.6 million, $0.02 million and $0.2 million, respectively, representing the difference between the fair value of our common stock at the date of exercise and the exercise price paid.

Stock option grants generally vest over 3 to 4 years, and are exercisable for a period of 10 years. For the years ended December 31, 2024, 2023 and 2022, we granted options to purchase 717,106 shares, 367,180 shares and 817,911 shares, respectively, of common stock, with weighted-average grant date fair value of $9.71 per share, $12.80 per share and $12.90 per share, respectively.

The following table summarizes the weighted-average assumptions relating to stock options granted during the periods presented:

Year Ended December 31,

 

    

2024

    

2023

    

2022

 

Risk-free interest rate

4.1

%  

3.9

%  

2.6

%

Expected term (in years)

6.1

6.8

6.3

Dividend yield

0.0

%  

0.0

%  

0.0

%

Expected volatility

87.7

%  

84.0

%  

74.8

%

As of December 31, 2024, there was approximately $10.6 million of unrecognized stock-based compensation cost which is expected to be recognized over the remaining weighted-average period of 2.04 years, related to time-based stock options, performance-based stock options wherein achievement of the corresponding corporate-based milestones were considered as probable, and RSUs.

Outstanding stock options and stock options exercisable information by range of exercises prices as of December 31, 2024 was as follows:

Options Outstanding

Options Exercisable

    

    

Weighted-Average

    

    

Number of

Remaining Contractual

Weighted-Average

Number of

Weighted-Average

Exercise Price

Shares

Life (in years)

Exercise Price

Shares

Exercise Price

$9.0 - $18.7

 

1,259,434

 

8.50

$

13.66

 

586,971

$

14.54

$19.6 - $21.1

 

464,302

 

3.61

$

20.34

 

464,302

$

20.34

$21.4 - $24.0

294,257

2.49

$

22.59

283,257

$

22.59

$24.2 - $24.2

 

538,753

 

6.13

$

24.20

 

462,020

$

24.20

$24.4 - $35.4

600,872

4.63

$

31.58

453,338

$

30.69

$35.9 - $39.80

221,918

4.33

$

37.63

218,731

$

37.64

$40.7 - $45.0

185,182

3.19

$

44.90

184,257

$

44.90

$9.0 - $45.0

 

3,564,718

 

5.82

$

23.00

 

2,652,876

$

24.87

Employee Stock Purchase Plan

Our Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Our Purchase Plan provides for a 24-month offering period comprised four six-month purchase periods with a look-back option. A look-back option is a provision in our Purchase Plan under which eligible employees can purchase shares of our common stock at a price per share equal to the lesser of 85% of the fair market value on the first day of the offering period or 85% of the fair market value on the purchase date. Our Purchase Plan also includes a feature that provides for a new offering period to begin when the fair market value of our common stock on any purchase date during an offering period falls below the fair market value of our common stock on the first day of such offering period. This feature is called a “reset.” Participants are automatically enrolled in the new offering period.

Our previous 24-month offering period under our Purchase Plan ended on June 30, 2024, and a new 24-month offering period started on July 1, 2024. The fair value of awards under our Purchase Plan is estimated on the date of our new offering period using the Black-Scholes option pricing model, which is being amortized over the requisite service periods. As of December 31, 2024, there was approximately $0.3 million, which is expected to be recognized over the remaining weighted average period of 1.12 years, related to our Purchase Plan.

For the years ended December 31, 2024, 2023 and 2022, there were 65,409 shares, 94,179 shares and 114,685 shares, respectively, of common stock purchased under the Purchase Plan, at an average price of $7.06 per share, $10.60 per share and $10.10 per share, respectively. As of December 31, 2024, there were 184,174 shares reserved for future issuance under the Purchase Plan.