Stock/Equity-Based Compensation | 12. Stock/Equity-Based Compensation Incentive units Prior to the Yumanity Reorganization, the Company’s operating agreement, as amended and restated, provided for the granting of incentive units, a type of common units, to officers, directors, employees, consultants and advisors. Holders of incentive units were entitled to receive distributions in proportion to their ownership percent interest, upon liquidation, that were in excess of the strike price of the award, (the “Participation Threshold”) set by the board of directors on the date of grant. The Participation Threshold was based on the amount that would be distributed in respect of a common unit pursuant to its liquidation preferences, if, upon a hypothetical liquidation of the Company on the date of issuance of such Incentive Unit, the Company sold its assets for their fair market value, satisfied its liabilities and distributed its remaining net assets to holders of units in liquidation. The Company determined that the underlying terms of the incentive units and the intended purpose of the awards were more akin to an equity-based compensation award than a performance bonus or profit-sharing arrangement and, therefore, the incentive units were equity-classified awards. Incentive unit valuation The fair value of each common unit was determined based on a number of objective and subjective factors consistent with the methodologies outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, including the contemporaneous valuations of the Company’s common units, the Company’s financial condition and operating results, the material risks related to the Company’s business, the Company’s stage of development and business strategy and the likelihood of achieving a liquidity event for the holders of the Company’s common units. Incentive unit activity A summary of unvested incentive unit (a type of common units) activity is as follows: Units Weighted Unvested incentive units at December 31, 2019 15,401 $ 8.68 Issued — $ — Vested (14,008 ) $ 8.68 Forfeited (790 ) $ 8.68 Exchange of incentive units for restricted common stock (603 ) $ 8.68 Unvested incentive units at December 31, 2020 — $ — There were no restricted incentive units granted during the years ended December 31, 2020 and 2019. The aggregate grant-date fair value of restricted incentive units that vested during the years ended December 31, 2020 and 2019 was $0.1 million and $0.4 million, respectively. Unvested incentive units were a type of common unit and were exchanged for restricted common stock of Yumanity as described in Note 10. There were no incentive units outstanding following the Reorganization. As of December 31, 2020, the Company had 292 shares of unvested restricted common stock outstanding, which reflects the effect of the Yumanity Reorganization. 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, 2020, an additional 78,175 shares were reserved for issuance under the 2016 Plan. Options granted under the 2016 Plan with service-based vesting conditions generally vest over four years and expire after ten years. As of December 31, 2020, the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 322,605, of which 76,225 shares are available for future issuance under the 2016 Plan. The number of shares reserved for issuance under the 2016 Plan was increased by 303,495 shares effective as of January 1, 2021 in accordance with the provisions of the 2016 Plan described above. 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 December 31, 2020, the total number of shares reserved under the 2016 ESPP was 34,689 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,937 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 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 December 31, 2020. 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 December 31, 2020, 776,799 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. Yumanity Reorganization and Merger Immediately prior to the Merger, pursuant to the Yumanity Reorganization, all of Holdings’ outstanding options were exchanged on a 1-for-1 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. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of options granted: Year Ended December 31, 2020 2019 Risk-free interest rate 1.1 % 1.7 % Expected volatility 70.9 % 72.1 % Expected dividend yield — — Expected term (in years) 7.8 7.8 Option activity The following table summarizes the Company’s option activity during the year ended December 31, 2020: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2019 815,885 $ 14.71 9.41 $ 1,998 Granted 84,758 $ 16.51 Exercised — — Forfeited (150,232 ) $ 14.99 Assumed as part of the Merger with Proteostasis 194,550 $ 68.48 Outstanding as of December 31, 2020 944,961 $ 20.70 8.29 $ 6,522 Vested and expected to vest as of December 31, 2020 944,961 $ 20.70 8.29 $ 6,522 Options exercisable as of December 31, 2020(1) 944,961 $ 20.70 8.29 $ 6,522 (1) Certain options were immediately exercisable for restricted common stock which vest according to the original vesting terms of the option grant. No options have been exercised prior to vesting. 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/units for those stock/unit options that had exercise prices lower than the fair value of the Company’s common stock/units. The weighted average grant-date fair value of stock/unit options granted during the years ended December 31, 2020 and 2019 was $11.39 per unit and $12.10 per share/unit, respectively. Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock/unit options and restricted incentive units in the following expense categories in its consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 Research and development expenses $ 663 $ 674 General and administrative expenses 1,603 871 $ 2,266 $ 1,545 As of December 31, 2020, total unrecognized compensation cost related to unvested options and restricted common stock was $5.2 million, which is expected to be recognized over a weighted average period of 2.6 years. In July 2020, the Company modified 722,009 outstanding unit options with a weighted-average exercise price of $14.90 per common unit to reduce the exercise price to $8.16 per common unit. The Company accounted for the re-pricing |