Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

Stock-Based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 13. Stock-Based Compensation


The Company has three legacy equity incentive plans: the Cancer Genetics, Inc. 2008 Stock Option Plan (the “2008 Plan”) and the Cancer Genetics Inc. 2011 Equity Incentive Plan (the “2011 Plan”), and the StemoniX Inc. 2015 Stock Option Plan (the “2015 Plan”, and together with the 2008 Plan, and the 2011 Plan, the “Frozen Stock Option Plans”). The Frozen Stock Option Plans as well as the 2021 Plan (as defined below) are meant to provide additional incentive to officers, employees and consultants to remain in the Company’s employment. Options granted are generally exercisable for up to 10 years. Effective with the Merger, the Company is no longer able to issue options from the Frozen Stock Option Plans. The number of common stock options issued under the 2015 plan were adjusted for the Merger exchange ratio resulting in an incremental 38,376 options outstanding.


Effective with the Merger, the Vyant Bio 2021 Equity Incentive Plan (the “2021 Plan”) came into effect, pursuant to which the Company’s Board of Directors may grant up to 900,000 of equity-based instruments to officers, key employees, and non-employee consultants. On March 30, 2021, the Company granted 230,300 stock options to officers and other employees, 15,618 stock options to independent Board members and a restricted stock unit (“RSU”) of 1,735 shares to the Company’s Board chair. The options granted to officers and employees vest 25% one year from the grant date and thereafter equally over the next 36 months. The options granted to Board members vested upon grant. The Board chair RSU vests one year from the grant date.


As StemoniX was the acquirer for accounting purposes, the pre-Merger vested stock options granted by CGI under the 2008 and 2011 Plans are deemed to have been exchanged for equity awards of the Company. The exchange of StemoniX stock options for options to purchase Company common stock was accounted for as a modification of the StemoniX stock options; however, the modification did not result in any incremental compensation expense as the modification did not increase the fair value of the stock options.


For StemoniX stock options issued prior to the Merger, the expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares as StemoniX’s shares historically were not publicly traded and its shares rarely traded privately. For common stock options granted at the time of the Merger, the Company used Vyant Bio’s historical volatility to determine the expected volatility of post-Merger option grants. Subsequently, the Company used a comparable public company group to estimate the anticipated volatility of the Company’s stock. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant.



The Company uses a simplified method to determine the expected term for the valuation of employee options. This method effectively assumes that exercise occurs over the period from vesting until expiration, and therefore, the expected term is the midpoint between the service period and the contractual term of the award. The simplified method is applicable to options with service conditions. For options granted to nonemployees, the contractual term is used for the valuation of the options.


As of December 31, 2022, there were 533,495 additional shares available for the Company to grant under the 2021 Plan. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The assumptions for stock option grants during the years ended December 31, 2022 and 2021 are provided in the following table.


    2022     2021  
Valuation assumptions                
Expected dividend yield     0.0 %     0.0 %
Expected volatility     56.3% - 70.72%       69.5%-123 %
Expected term (years) – simplified method     3.06.1       5.56.1  
Risk-free interest rate     1.74%3.20 %     0.95% – 1.39 %


Stock option activity during years ended December 31, 2022 and 2021 is as follows:


    Number of Options     Weighted average exercise price     Weighted average remaining contractual term  
Balance as of January 1, 2021     151,147     $ 9.10       8.7  
Granted     307,988       21.05          
StemoniX options exchanged for Vyant Bio options     (136,276 )     9.20          
Vyant Bio options issued to StemoniX option holders     174,652       7.20          
Options assumed in Merger     11,168       229.75          
Exercised     (7,419 )     6.05          
Forfeited     (34,462 )     18.45          
Expired     (2,777 )     9.60          
Balance as of December 31, 2021     464,021     $ 20.95       8.6  
Exercisable as of December 31, 2021     127,119     $ 27.90       7.1  
Balance as of January 1, 2022     464,021     $ 20.95       8.6  
Granted     148,855       5.02          
Exercised     (1,034 )     4.80          
Forfeited     (141,306 )     17.64          
Expired     (42,235 )     36.33          
Balance as of December 31, 2022     428,301     $ 14.97       7.5  
Exercisable as of December 31, 2022     232,175     $ 18.18       6.4  


The weighted average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 were $10.23 and $17.55, respectively.



The Company recognized stock-based compensation in continuing operations related to different instruments for the years ended December 31, as follows:


    2022     2021  
    December 31,  
    2022     2021  
Stock options   $ 782     $ 973  
Shares issued for services     404       30  
Total   $ 1,186     $ 1,003  


As of December 31, 2022, there was $1.6 million of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.2 years.