Share-Based Payments | Note 13 Share-Based Payments The Board of Directors has been authorized by the General Meeting of the Shareholders to grant restricted stock units (“RSU”), stock options plan (“SO”), and non-employee Share-based General meeting of Board of directors Grant date Number granted BSA 12/9/11 9/25/12 9/25/12 30,000 BSA 6/4/13 7/25/13 7/25/13 73,000 SO 12/9/11 9/18/13 9/18/13 518,000 BSA 6/3/14 3/24/15 3/24/15 10,000 SO 6/3/14 6/23/15 6/23/15 120,000 BSA 6/23/15 11/19/15 11/19/15 22,500 BSA 6/23/15 12/15/15 2/15/16 90,000 SO 6/3/14 4/6/16 4/21/16 33,000 SO 6/3/14 6/21/16 6/21/16 110,000 BSA 6/21/16 6/21/16 8/21/16 20,000 SO 6/3/14 6/21/16 9/15/16 9,300 SO 6/3/14 6/21/16 10/17/16 16,500 BSA 6/21/16 12/9/16 2/9/16 59,000 SO 6/3/14 6/21/16 12/9/16 74,960 RSU 9/21/15 3/14/17 3/14/17 22,500 RSU 9/21/15 4/20/17 4/20/17 24,000 BSA 6/15/17 6/15/17 8/15/17 9,000 SO 6/3/14 6/15/17 6/15/17 126,000 SO 6/15/17 6/15/17 6/15/17 111,600 SO 6/15/17 6/15/17 9/15/17 52,600 SO 6/15/17 11/17/17 12/5/17 625,200 BSA 6/15/17 5/2/18 7/2/18 44,000 RSU 6/22/18 6/22/18 6/22/18 486,153 RSU 6/22/18 9/6/18 9/6/18 450 SO 6/22/18 9/6/18 9/6/18 65,000 SO 6/22/18 6/22/18 10/15/18 76,700 RSU 6/22/18 11/1/18 11/1/18 57,000 SO 6/22/18 11/29/18 11/29/18 350,000 RSU 6/22/18 12/12/18 12/12/18 16,250 RSU 6/22/18 12/12/18 12/17/18 3,000 SO 6/22/18 3/4/19 3/20/19 547,100 RSU 6/22/18 5/10/19 5/10/19 100,000 SO 5/24/19 5/24/19 5/24/19 150,000 SO 5/24/19 7/1/19 7/1/19 403,400 SO 5/24/19 7/1/19 7/22/19 75,000 RSU 5/24/19 10/11/19 10/11/19 40,000 SO 5/24/19 10/11/19 1/15/20 94,500 RSU 5/24/19 10/11/19 3/16/20 5,000 RSU 4/20/20 4/20/20 4/29/20 20,000 RSU 4/20/20 11/24/20 11/24/20 475,000 SO 4/20/20 11/24/20 11/24/20 1,216,200 RSU 4/20/20 3/23/21 3/23/21 24,900 SO 4/20/20 3/23/21 3/23/21 75,200 RSU 5/19/21 5/19/21 5/19/21 20,000 BSA 5/19/21 5/19/21 6/3/21 39,185 RSU 5/19/21 11/22/21 11/22/21 257,300 SO 5/19/21 11/22/21 11/22/21 1,107,300 In the following tables in Notes 13.1 to 13.4, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the 13.1 Non- The Company’s board of directors has been authorized by the shareholders’ general meeting to grant BSAs to non-employee’s The BSAs During the year ended December 31, 2021, pursuant to the authorization granted by the General Meeting of the Shareholders held on May 19, 2021, the Company offered the directors the opportunity to subscribe for warrants to purchase ordinary shares on May 19, 2021, and on June 3, 2021, the directors subscribed for warrants to purchase an aggregate of 39,185 ordinary shares. These warrants have a contractual life of 4 years from their date of issuance and are not subject to a performance condition. Unless otherwise decided by the Board of Directors, these warrants may be exercised at any time prior to their expiration, provided that the beneficiary still holds a seat on the Board of Directors at the time of exercise, and subject to applicable French laws and regulations applicable to companies whose securities are listed on a regulated stock market. The fair value of the warrants has been estimated using the Cox-Ross . Warrant fair value assumptions during the year ended December 31, 2021 Weighted average share price at grant date ( €) 10.75 Weighted average expected volatility 90.0 % Weighted average risk-free interest rate (0.53 )% Weighted average expected term (in years) 3.21 Dividend yield — Weighted average fair value of warrants ( €) — The following table summarizes all BSA activity during the year ended December 31, 2020: Number of Weighted- Weighted- Aggregate Balance as of December 31, 2019 218,008 52.78 6.36 244.6 Granted during the period — — — — Forfeited during the period — — — — Exercised during the period — — — — Expired during the period — — — — Balance as of December 31, 2020 218,008 52.78 5.36 — Warrants exercisable as of December 31, 2020 218,008 52.78 5.36 — The following table summarizes all BSA warrants activity during the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate Balance as of December 31, 2020 218,008 52.78 5.36 — Granted during the period 39,185 9.18 — — Forfeited during the period — — — — Exercised during the period — — — — Expired during the period (500 ) 5.13 — — Balance as of December 31, 2021 256,693 47.51 4.35 — Warrants exercisable as of December 31, 2021 256,693 47.51 4.35 — 13.2 Employee warrants The Company’s Board of Directors has been authorized by the shareholders’ general meeting to grant BSPCE warrants (Bons de Souscription de Parts de Créateur d’Entreprise or “BSPCE”) to employees. The Company no longer grants BCE warrants since 2011. The following table summarizes all BSPCE warrants activity during the year ended December 31, 2020: Number of Weighted- Weighted- Aggregate Balance as of December 31, 2019 7,166 5.13 1.47 1,558.2 Granted during the period — — — — Forfeited during the period — — — — Exercised during the period (1,666 ) 5.13 — — Expired during the period — — — — Balance as of December 31, 2020 5,500 5.13 0.47 — Warrants exercisable as of December 31, 2020 5,500 5.13 0.47 — The following table summarizes all BSPCE warrants activity during the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate Balance as of December 31, 2020 5,500 5.13 0.47 — Granted during the period — — — — Forfeited during the period — — — — Exercised during the period (5,500 ) 5.13 — — Expired during the period — — — — Balance as of December 31, 2021 — — — — Warrants exercisable as of December 31, 2021 — — — — There were no BSPCE warrants grants during the years ended December 31 , 2021 and 2020 . 13.3 Stock options The Company’s Board of Directors has been authorized by the shareholders’ general meeting to grant SOs to employees. The different stock options plans granted by the Board of Directors are similar in their nature and conditions, except for the exercise price that is comprised between €4.16 and €74.22. All SO issued have a ten-year contractual • Before June 22, 2018 and after January 15, 2020, SO granted mainly vest over four years at a rate of 25% upon the first anniversary of the issuance date and 12.5% every 6 months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions), • Between June 22, 2018 and January 15, 2020, SO may be exercised by the beneficiary once both of the following conditions have been met: • Service condition: 25% upon the first anniversary of the issuance date and 12.5% every 6 months thereafter, subject to the beneficiary being still employed by the Company (except in specific contractual clause or board of directors’ decisions), and, • Performance condition: approval of Viaskin ™ Performance conditions which are other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount but are not taken into account when estimating the fair value of the shares. Estimated achievement of performance conditions is reviewed at each reporting date. The Company also applied a forfeiture rate for each grant according to its respective characteristics and composition. This forfeiture rate is reviewed at each reporting date. The following table summarizes all stock options activity during the year ended December 31, 2020: Number of SO Weighted-average Weighted-average Aggregate Balance as of December 31, 2019 3,002,045 29.89 8.21 7,286.3 Granted during the period 1,310,700 5.54 — — Forfeited during the period (1,667,235 ) 28.49 — — Exercised during the period (35,000 ) 7.57 — — Expired during the period — — — — Balance as of December 31, 2020 2,610,510 18.75 8.17 198.8 Options exercisable as of December 31, 2020 580,023 38.79 4.94 — The following table summarizes all stock options activity during the year ended December 31, 2021: Number of SO Weighted-average Weighted-average Aggregate Balance as of December 31, 2020 2,610,510 18.75 8.17 198.8 Granted during the period 1,182,900 6.09 — — Forfeited during the period (162,200 ) 4.89 — — Exercised during the period — — — — Expired during the period — — — — Balance as of December 31, 2021 3,631,210 15.25 7.96 Options exercisable as of December 31, 2021 878,560 29.50 5.43 — Stock options have been granted during the years ended December 31, 2021 and 2020. The weighted-average exercise price of SO granted during the year ended December 31, 2021 was €6.09 per share. As of December 31, 2021, there was €10.1 million ($11.4 million converted at closing rate) of unrecognized SO expense that is expected to be recognized over a weighted-average period of 2.9 years. Fair value of stock options Determining the fair value of the share-based payments at the grant date requires judgment. The Company calculated the fair value of stock options instruments on the grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions, including the expected volatility, expected term, risk-free interest rate and dividend yield. Exercise price The exercise price of the Company’s stock awards is based on the fair market value of our ordinary shares. Risk-free interest rate The risk-free interest rate is based on French government bonds (GFRN) with a maturity corresponding to the stock options maturity. Expected term The Company determines the expected term based on the average period the stock options are expected to remain outstanding. Expected Volatility The Company determines the expected volatility based on the historical data period corresponding to the stock options expected maturity. Expected Dividend yield The Company has never declared or paid any cash dividends, and it does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero. The Company estimated the following assumptions for the calculation of the fair value of the stock options: Assumptions per year ended, December 31, Stock options per grant date Prior to 2017 2018 2019 2020 2021 Weighted average shares price at grant date in € 36.69 45.49 31.86 15.26 5.54 5.71 Weighted average expected volatility 45.4 % 41.8 % 47.1 % 70.8 % 87.3 % 90.2 % Weighted average risk-free interest rate 1.0 % (0.1 )% 0.3 % (0.1 )% (0.5 )% (0.06 )% Weighted average expected term (in years) 6.7 6.0 6.0 6.0 6.0 6.0 Dividend yield 0 0 0 0 0 0 Weighted average fair value of stock-options (in €) 17.66 17.16 13.67 9.65 3.90 4/17 13.4 Restricted stock units The Company’s board of directors has been authorized by the shareholders’ general meeting to grant RSUs are measured based on the fair market value of the underlying stock on the date of grant and recognized as an expense on a straight-line basis in accordance with the following vesting conditions: • Before May 31, 2019, the vesting of RSUs granted is subject to the expiration of the presence condition of one (1) or two (2) years (except in specific board of directors’ decisions). The release of RSUs for these plans is subject to the achievement of performance conditions (submission of a BLA to U.S. FDA for Viaskin ™ ™ ™ • Between May 31, 2019 and November 23, 2020, the vesting of RSUs is subject either to the expiration of the presence condition of two (2) years only, or to the dual condition of expiration of the presence condition and achievement of the performance condition (date of approval of Viaskin ™ • Since November 24, 2020, RSUs vest over four years at a rate of 25% upon the first anniversary of the issuance date and 12.5% every 6 months thereafter, subject to the beneficiary being still employed by the Company (except in specific board of directors’ decisions). Performance conditions, which are other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount but are not taken into account when estimating the fair value of the shares. Estimated achievement of performance conditions is reviewed at each reporting date. RSU plans may be subject to a conservation period under French governing laws. The Company applied a forfeiture rate for each grant according to its respective characteristics and composition. This forfeiture rate is reviewed at each reporting date. The following table summarizes all RSUs activity for the year ended December 31, 2020: Number of Weighted Balance as of December 31, 2019 692,145 30.55 Granted during the period 500,000 4.56 Forfeited during the period (71,400 ) 7.29 Released during the period (2,000 ) 68.07 Expired during the period — — Balance as of December 31, 2020 1,118,745 20.35 The service conditions have been met in 2020 for the plan granted on May 10, 2019 with a total fair value of €1.3 million. The following table summarizes all RSUs activity for the year ended December 31, 2021: Number of RSU outstanding Weighted average grant date fair value in Euros Balance as of December 31, 2020 1,118,745 20.35 Granted during the period 302,200 6.13 Forfeited during the period (96,350 ) 6.74 Released during the period (84,075 ) 8.20 Expired during the period — — Balance as of December 31, 2021 1,240,520 18.77 The plan granted on May 10, 2019 vested in 2020 with a total fair value of €1,288 thousands. This plan is not included in the previous table since the RSUs will be released, and shares issued once the performance condition will be achieved (approval of Viaskin ™ As of December 31, 2021, there was €2.5 million ($2.8 million converted at closing rate) of unrecognized RSUs compensation expense that is expected to be recognized over a weighted-average period of 2.4 years. 13.5 Reconciliation of the share-based payment expenses with the Consolidated Statements of Operations and Comprehensive Loss December 31, 2021 2020 Research and development SO (759 ) 190 RSU (887 ) (806 ) Sales and marketing SO (209 ) 2,141 RSU (104 ) (24 ) General and administrative SO (841 ) (119 ) RSU (322 ) (253 ) Total share-based compensation (expense) income (3,122 ) 1,130 As of December 31, 2020, reversal of share-based payments expenses was mainly due to the restructuring plan announced on June 26, 2020 which led to significant reduction in the Company’s workforce. |