4. Stockholders’ Equity Common Stock During the three months ended March 31, 2024, the Company issued 272,640 shares of common stock as a result of stock option exercises, receiving gross proceeds of $703, and issued 170,801 shares from the vesting of restricted stock units. Preferred Stock The Company’s certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2024 and December 31, 2023, no shares of preferred stock were issued or outstanding. Stock Incentive Plans The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards, in each case, to employees, officers, and directors of the Company and to other individuals as determined by the Board of Directors. In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards, in each case, only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The Board of Directors reserved 2,500,000 shares for issuance under the Inducement Plan. In May 2022, the Company’s Board of Directors adopted, and in June 2022, the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan. Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 22, 2023, the Company’s stockholders voted to reserve an additional 6,069,000 shares of issuance pursuant to future awards under the 2022 Plan. At March 31, 2024 and December 31, 2023, there were 4,353,000 and 6,202,000 shares, respectively, available to be issued under the 2022 Plan. The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At March 31, 2024, total unrecognized compensation expense was $25,434, which will be recognized over an estimated weighted average period of 2.6 years. Stock Options The weighted-average fair value of the stock options granted during the three months ended March 31, 2024 and 2023 was estimated to be $2.23 and $2.04, per option share, respectively. Restricted Stock Units (“RSUs”) The weighted-average fair value of the RSUs granted during the three months ended March 31, 2024 and 2023 was estimated to be $4.36 and $4.35 per RSU, respectively. Performance Stock Units (“PSUs”) During the three months ended March 31, 2024, 550,838 PSUs were awarded to certain members of management and executive officers. The PSU awards represent a number of shares of common stock to be earned if a target level of performance, as approved by the Board of Directors, is achieved. The performance period continues through December 31, 2026. The actual number of shares of common stock underlying the PSUs to be earned will be between 0% and 125% of the target number of PSUs, depending on the level of achievement of such performance metrics. The weighted-average fair value of the PSUs granted during the three months ended March 31, 2024 was estimated to be $4.31 per PSU. During the three months ended March 31, 2024, the Company determined that it was probable that the grants will vest at 100% of the target number of PSUs. Stock-based compensation expense for the service period since the grant date of $197 was recognized in the three months ended March 31, 2024. The Company did not issue PSUs prior to January 2024. Stock-based Compensation Expense The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: | | | | | | | | | Three months ended March 31, | | | 2024 | | 2023 | General and administrative | | $ | 1,680 | | $ | 1,467 | Sales and marketing | | | 626 | | | 1,066 | Research and development | | | 709 | | | 744 | Total | | $ | 3,015 | | $ | 3,277 |
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