STOCK INCENTIVE PLANS | 7. STOCK INCENTIVE PLANS In December 2015, the Board of Directors adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which provided for the grant of qualified incentive and nonqualified stock options or restricted stock awards to the Company’s employees, officers, directors, advisors, and outside consultants. In February 2017 and July 2017, the Board of Directors amended the 2015 Plan to increase the number of shares available for issuance under the 2015 Plan to 2,446,323 and 3,225,346, respectively. Stock options generally vest over a four-year period and expire ten years from the date of grant. Certain options provide for accelerated vesting if there is a change in control, as defined in the 2015 Plan. At March 31, 2018, there were 453,176 shares subject to outstanding options and no additional shares available for future grant under the 2015 Plan. In March 2018, the Company’s Board of Directors adopted and the Company’s stockholders approved the Homology Medicines, Inc. 2018 Incentive Plan (the “2018 Plan” and, together with the 2015 Plan, the “Plans”), which became effective upon the effectiveness of the registration statement on Form S-1 for the Company’s initial public offering. Upon effectiveness of the 2018 Plan, the Company ceased granting new awards under the 2015 Plan. The 2018 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The number of shares of common stock initially available for issuance under the 2018 Plan is 3,186,205 shares of common stock plus the number of shares subject to awards outstanding under the 2015 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company on or after the effective date of the 2018 Plan. In addition, the number of shares of common stock available for issuance under the 2018 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028 equal to the lesser of (i) 4% of the Company’s outstanding shares of common stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Company’s Board of Directors, provided that not more than 20,887,347 shares of common stock may be issued under the 2018 Plan upon the exercise of incentive stock options. At March 31, 2018, there were 2,454,493 shares available for future grant under the 2018 Plan. In March 2018, the Company’s Board of Directors adopted and the Company’s stockholders approved the Homology Medicines, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows employees to buy Company stock through after-tax payroll deductions at a discount from market value. The number of shares of common stock initially available for issuance under the ESPP is 353,980 shares of common stock plus an annual increase on the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028 equal to the lesser of (i) 1% of the Company’s outstanding shares of common stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Company’s Board of Directors, provided that not more than 4,778,738 shares of common stock may be issued under the ESPP. As of March 31, 2018, there were no purchase rights outstanding under the ESPP. Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 Research and development $ 133,042 $ 10,861 General and administrative 247,078 16,819 $ 380,120 $ 27,680 As of March 31, 2018, there was $9.5 million of unrecognized compensation expense related to unvested employee and non-employee share-based compensation arrangements granted under the Plans. The unrecognized compensation expense is estimated to be recognized over a period of 3.65 years at March 31, 2018. The fair value of each option award is estimated on the date of grant using the Black-Scholes option- pricing model, with the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of publicly traded companies that are similar to the Company. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The contractual life of the option was used for the expected life of nonemployees. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate for periods within the expected life of the option is based upon the U.S. Treasury yield curve in effect at the time of grant. In determining the exercise prices for options granted, the Company’s Board of Directors considered the fair value of the common stock as of the measurement date. For the awards that were granted prior to the Company’s IPO, the Board of Directors determined the fair value of the common stock at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s proposed products, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock, including convertible preferred stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others. The assumptions used in Black-Scholes option pricing model for the three months ended March 31, 2018 and 2017 are as follows: Three Months Ended March 31, 2018 2017 Expected volatility 52.80% - 60.12% 53.01% - 59.40% Weighted-average risk-free interest rate 2.33% - 2.69% 2.22% - 2.31% Expected dividend yield — % — % Expected term (in years) 5.5 - 7.6 6.3 - 8.6 Underlying common stock fair value $6.63 - $16.00 $ 0.63 A summary of option activity under the Plans for the three months ended March 31, 2018 is as follows: Number of Options Weighted- Average Exercise Price per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding at January 1, 2018 1,971,711 $ 3.61 9.3 $ 5,977,162 Granted 755,507 $ 15.71 Exercised (26,204 ) $ 2.64 Cancelled/Forfeited (16,609 ) $ 1.28 Outstanding at March 31, 2018 2,684,405 $ 7.03 9.3 $ 31,329,115 Exercisable at March 31, 2018 216,985 $ 0.41 8.0 $ 3,969,527 Vested and expected to vest at March 31, 2018 2,684,405 $ 7.03 9.3 $ 31,329,115 The total intrinsic value of options exercised during the three months ended March 31, 2018 was $391,913. There were no option exercises in 2017. The weighted-average grant date fair value of options granted during the three months ended March 31, 2018 and 2017 was $8.44 and $0.34, respectively. Stock options granted pursuant to the 2015 Plan permit option holders to elect to exercise unvested options in exchange for unvested common stock. Options granted under the 2015 Plan that are exercised prior to vesting will continue to vest according to the respective option agreement, and such unvested shares are subject to repurchase by the Company at the optionee’s original exercise price in the event the optionee’s service with the Company voluntarily or involuntarily terminates. A summary of the Company’s unvested common stock from early exercises that is subject to repurchase by the Company is as follows: Shares Unvested shares - January 1, 2018 265,098 Vested (34,137 ) Repurchased — Unvested shares - March 31, 2018 230,961 As of March 31, 2018 and December 31, 2017, 230,961 and 265,098 shares, respectively, remained subject to a repurchase right by the Company, with a related liability included in accrued expenses and other liabilities in the condensed consolidated balance sheets of $107,135 and $122,551, respectively. |