Stock/Equity-Based Compensation | . Stock/Equity-Based Compensation Restricted Stock Units (RSUs) On January 14, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSUs based on the February 1, 2021 closing share price of the Company’s common stock with a fair value of $ 2.2 million. The requisite service period for the awards ranges from one to four years (the vesting period). The Company recognized employee stock-based compensation expense for the RSU grant on a straight-line basis over the vesting period of the awards. During the three months ended March 31, 2022 , there were no RSUs granted and 51,570 were outstanding, and the Company recognized $ 0.1 million of stock-based compensation expense during the three months ended March 31, 2022. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2022: RSUs Weighted Unvested balance at December 31, 2021 86,225 $ 17.89 Issued - $ — Vested ( 17,624 ) $ 17.89 Forfeited ( 17,031 ) $ 17.89 Unvested balance at March 31, 2022 51,570 $ 17.89 Restricted Stock Awards (RSAs) On November 22, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSAs based on the December 1, 2021 closing share price of the Company’s common stock with a fair value of $ 1.2 million. The requisite service period for the awards is one year (the vesting period). The Company recognized employee stock-based compensation expense for the RSA grant on a straight-line basis over the vesting period of the awards. During the three months ended March 31, 2022 , there were no RSAs granted and 208,966 outstanding, and the Company recognized $ 0.4 million stock-based compensation expense du ring the three months ended March 31, 2022. The following table summarizes the Company's RSA activity for the three months ended March 31, 2022: RSAs Weighted Unvested balance at December 31, 2021 305,663 $ 3.83 Issued - $ — Vested ( 64,767 ) $ 3.83 Forfeited ( 31,930 ) $ 3.83 Unvested balance at March 31, 2022 208,966 $ 3.83 Summary of plans Upon completion of the Merger, the Company assumed PTI’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) and PTI’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”). 2016 Stock Option and Incentive Plan On February 3, 2016, PTI’s stockholders approved the 2016 Plan, which became effective on February 9, 2016. The 2016 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards and other stock-based awards. The number of shares initially reserved for issuance under the 2016 Plan was 79,092 shares. The number of shares of common stock that may be issued under the 2016 Plan will automatically increase each January 1, beginning January 1, 2017, by the lesser of 3 % of the shares of the Company’s common stock outstanding on the immediately preceding December 31, or an amount determined by the Company’s board of directors or the compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, canceled, repurchased, or are otherwise terminated by the Company under the 2016 Plan and the 2008 Equity Incentive Plan, as amended (the “2008 Plan”) will be added back to the shares of common stock available for issuance under the 2016 Plan. On January 1, 2022, an additional 319,341 shares were reserved for issuance under the 2016 Plan in accordance with the provisions of the 2016 Plan described above. Options granted under the 2016 Plan with service-based vesting conditions generally vest over four years and expire after ten years . As of March 31, 2022 the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 699,061 , of which 531,620 shares are available for future issuance under the 2016 Plan. 2016 Employee Stock Purchase Plan On February 3, 2016, PTI’s stockholders approved the 2016 ESPP, which became effective in connection with the completion of the PTI’s initial public offering. A total of 6,938 shares of common stock were initially reserved for issuance under the 2016 ESPP. In addition, the number of shares of common stock that may be issued under the 2016 ESPP will automatically increase each January 1, beginning January 1, 2017, by the lesser of (i) 6,938 shares of common stock, (ii) 1 % of the Company’s shares of common stock outstanding on the immediately preceding December 31, or (iii) an amount determined by the Company’s board of directors or the compensation committee of the board of directors. As of March 31, 2022, the total number of shares reserved under the 2016 ESPP was 48,564 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,938 shares effective as of January 1, 2021 in accordance with the provisions of the 2016 ESPP described above. Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan On December 4, 2018, the Company’s board of directors adopted the 2018 Unit Option and Grant Plan (the “2018 Plan”), which was approved by the Company’s members on December 5, 2018. The 2018 Plan provided for the Company to grant unit options, restricted unit awards and unrestricted unit awards to employees, directors and consultants of the Company. As part of the Yumanity Reorganization (as defined below) and the Merger, the 2018 Plan was amended and restated as the “Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan”. Each stock option outstanding under the 2018 Plan at the Effective Time of the Merger was automatically converted into a stock option exercisable for the same number of shares of Yumanity common stock, and then assumed by the Company, based on the Exchange Ratio and the exercise price per share of such outstanding stock option, as adjusted for the Exchange Ratio. The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Options granted under the 2018 Plan with service-based vesting conditions generally vest over four years and expire after ten years . The total number of common shares that may be issued under the 2018 Plan is 1,527,210 as of March 31, 2022. Shares that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of shares or otherwise terminated (other than by exercise) and units that are withheld upon the exercise of an option or settlement of an award to cover exercise price or tax withholding shall be added back to units available under the 2018 Plan. As of March 31, 2022 , 123,861 shares remain available for issuance under the 2018 Plan. Under each plan, the exercise price per option granted is not less than the fair market value of common stock as of the date of grant. 2021 Inducement Plan On June 2, 2021, the Board of Directors approved the adoption of the Company’s 2021 Inducement Plan (the “2021 Plan”), which is used exclusively for the grant of equity awards to individuals who were not previously employees of the Company (or following a bona fide period of non-employment), as an inducement material to such individual’s entering into employment with the Company, pursuant to Rule 416 under the Securities Act of 1933. During three months ended March 31, 2022 , the Company issued 17,000 options from the 2021 Plan to purchase common stock. As of March 31, 2022 , the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 400,000 shares of which 242,600 shares are available for future issuance under the 2021 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2021 Plan. On April 13, 2021, Board of Directors approved the issuance of stock options to purchase 104,000 shares of its common stock. The stock options were issued outside of the Company’s 2021 Plan as an inducement material to the individual’s acceptance of an offer of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). Option valuation The fair value of option grants is estimated using the Black-Scholes option-pricing model. Prior to the Merger, the Company was a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock/unit volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Company’s options has been determined utilizing a midpoint convention estimate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Option activity The following table summarizes the Company’s option activity during three months ended March 31, 2022: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 1,779,174 $ 18.99 7.67 — Granted 17,000 $ 2.89 — — Exercised — — — — Forfeited ( 246,808 ) $ 14.60 — — Outstanding as of March 31, 2021 1,549,366 $ 19.30 7.46 — Vested and expected to vest as of March 31, 2021 1,549,366 $ 19.30 7.46 — The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock options and restricted stock units and restricted stock awards in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended 2022 2021 Research and development expenses $ 101 $ 391 General and administrative expenses 1,103 1,016 $ 1,204 $ 1,407 As of March 31, 2022 , total unrecognized compensation cost related to unvested options and restricted common stock was $ 9.4 million, which is expected to be recognized over a weighted average period o f 2.55 years . |