Shareholders' Equity | 10. Shareholders’ Equity Private Placement of Common Shares On February 13, 2018, the Company entered into the Purchase Agreement. Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 3,099,997 of its common shares to the Investors at a purchase price equal to $18.00 per share. The Purchase Agreement contains customary representations and warranties from the Company and the Investors and customary closing conditions. On February 15, 2018, the Company completed the sale under the Private Placement and received gross proceeds of approximately $55.8 million, or €44.8 million. Share Subscription Agreement with Regeneron On December 20, 2018, the Company entered into a share subscription agreement (the “Regeneron Subscription Agreement”) with Regeneron Pharmaceuticals, Inc. (“Regeneron”). Pursuant to the Regeneron Subscription Agreement, the Company agreed to sell an aggregate of 600,000 of its common shares to Regeneron at a purchase price equal to $25.00 per share. On December 21, 2018, the Company completed the sale under the Regeneron Subscription Agreement and received gross proceeds of $15.0 million, or €13.1 million. Accordingly, the Company recorded the common shares issued at the fair value of the underlying securities on the date of issuance. The difference between the total proceeds received of $15.0 million, or €13.1 million, and the aggregate value of common shares issued of $6.9 million, or €6.0 million, was recorded as a gain on litigation settlement (see Note 12) of $8.1 million, or €7.1 million, during the year ended December 31, 2018. Issued and paid-in All issued shares have been fully paid in cash. Common shares At June 30, 2019 and 2018, a total of 23,393,287 and 22,632,800 common shares, respectively, were issued and fully paid in cash. The following is a tabular reconciliation of common shares outstanding for the six months ended June 30, 2019 and 2018. Six months ended June 30, 2019 2018 Common Shares outstanding at January 1, 23,358,977 19,429,848 Issued for cash — 3,099,997 Exercise of common share options 9,980 34,041 Vesting of RSUs 24,330 68,914 Common shares outstanding at June 30, 23,393,287 22,632,800 Share Premium Reserve The share premium reserve relates to amounts contributed by shareholders at the issue of shares in excess of the par value of the shares issued. All share premium can be considered as free share premium as referred to in the Netherlands Income tax act. Share-based Payment Arrangements Share-based payment expenses included in personnel expenses were €3.1 million and €4.6 million during the six months ended June 30, 2019 and 2018, respectively. For details on the related share-based payment expenses recognized as employee benefit expenses see Note 13. In June 2016, the Company established the 2016 Incentive Award Plan (the “2016 Plan”). Options granted under the 2016 Plan are exercisable once vested and vest in installments over a four-year period from the grant date. Twenty-five percent of the options vest on the first anniversary of the vesting commencement date, and the remaining 75% of the options vest in 36 monthly installments for each full month of continuous service provided by the option holder thereafter, such that 100% of the options shall become vested on the fourth anniversary of the vesting commencement date. Options will lapse on the tenth anniversary of the date of grant. The Restricted Share Units (“RSUs”) granted under the 2016 Plan also vest in installments over a four-year period from the grant date. Each RSU represents the right to receive one common share. As stated in the 2016 Plan, the Company has established the Non-Executive non-executive Non-Executive Share-based payment expenses are recognized for each subsequent award that a non-executive During the six months ended June 30, 2019, the Company granted options to purchase 1,009,671 common shares with a grant date fair value of €10.3 million to employees under the 2016 Plan. Pursuant to the “evergreen” provisions of the 2016 Plan, the number of common shares authorized for issuance under the plan automatically increased by 934,359 common shares to 1,469,785 common shares effective January 1, 2019. Measurement of fair values of the equity-settled share-based payment arrangements The fair value of the share options granted to employees and the Board of Directors has been measured using the binomial option pricing model. Share-based compensation is recognized as an expense based on the grant date fair value over the vesting period in accordance with each separate vesting tranche of the award granted, taking into consideration actual and expected forfeitures at each reporting date and at the respective vesting dates. Service and non-market performance The inputs used in the measurement of the fair values and the related fair values at the grant dates for the options granted during the six months ended June 30, 2019 were: Key Management euros ) All Other Personnel euros ) Fair value at grant date 6.07 – 7.60 6.15 – 8.62 Share price at grant date 9.83 – 12.49 9.83 – 14.19 Exercise price 9.83 – 12.49 9.83 – 14.19 Expected volatility (weighted-average) 87.58 % 87.11 % Contractual life 10 years 10 years Expected dividends — % — % Risk-free interest rate (based on government bonds) 2.13%—2.74 % 2.02%—2.65 % Reconciliation of outstanding share options The number of share options and the weighted average exercise prices of share options granted were as follows for the six months ended June 30, 2019: Weighted average euros ) Number of Outstanding at January 1, 2019 14.62 2,633,039 Forfeited during the six months 14.07 (223,631 ) Expired during the six months 15.95 (126,589 ) Exercised during the six months 11.02 (9,980 ) Granted during the six months 10.23 1,009,671 Outstanding at June 30, 2019 13.27 3,282,510 Exercisable at June 30, 2019 13.34 1,533,094 The options outstanding at June 30, 2019, had an exercise price in the range of €1.93 to €27.47 and a weighted-average remaining contractual life of 7.3 years. The weighted-average share price at the date of exercise for share options exercised during the six months ended June 30, 2019 was €11.02. There were 3,282,510 outstanding share options at June 30, 2019, with a weighted average exercise price of €13.27. The number of options outstanding by group of employees as of June 30, 2019, was as follows: Group of employees entitled June 30, 2019 Key management personnel 2,580,281 All other employees 702,229 Total 3,282,510 During the six months ended June 30, 2019, the Company did not grant any new RSUs. The following table summarizes the Company’s RSU activity for the six months ended June 30, 2019: Weighted average euros ) Number of Outstanding at January 1, 2019 20.03 101,302 Forfeited during the six months — — Vested during the six months 20.03 (24,330 ) Granted during the six months — — Outstanding at June 30, 2019 — 76,972 |