STOCK INCENTIVE PLANS | 8. STOCK INCENTIVE PLANS 2015 Stock Incentive Plan In December 2015, the Company’s 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. Stock options generally vest over a four-year 2018 Incentive Award Plan In March 2018, the Company’s Board of Directors adopted and the Company’s stockholders approved the Homology Medicines, Inc. 2018 Incentive Award Plan (the “2018 Plan” and, together with the 2015 Plan, the “Plans”), which became effective on the day prior to the first public trading date of the Company’s common stock. 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, nonqualified stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock or cash-based awards to employees and consultants of the Company and certain affiliates and directors of the Company. The number of shares of common stock initially available for issuance under the 2018 Plan was 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. Therefore, on January 1, 2021, an additional 2,010,623 shares were added to the 2018 Plan, representing 4% of total common shares outstanding at December 31, 2020. As of June 30, 2021, there were 2,390,494 shares available for future grant under the 2018 Plan. 2018 Employee Stock Purchase 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 “2018 ESPP”). The 2018 ESPP allows employees to buy Company stock through after-tax payroll deductions at a discount from market value. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The number of shares of common stock initially available for issuance under the 2018 ESPP was 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 2018 ESPP. Therefore, on January 1, 2021, an additional 502,655 shares were added to the 2018 ESPP, representing 1% of total common shares outstanding at December 31, 2020. As of June 30, 2021, there were 1,493,513 shares available for future issuance under the 2018 ESPP. Under the 2018 ESPP, employees may purchase common stock through after-tax payroll deductions at a price equal to 85% of the lower of the fair market value on the first trading day of an offering period or the last trading day of an offering period. The 2018 ESPP generally provides for offering periods of six months in duration that end on the final trading day of each February and August. In accordance with the Internal Revenue Code, no employee will be permitted to accrue the right to purchase stock under the 2018 ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of the Company’s common stock as of the first day of the offering period). During the six months ended June 30, 2021, 48,792 shares were issued under the 2018 ESPP for aggregate proceeds to the Company of $0.4 million. During the six months ended June 30, 2020, 39,471 shares were issued under the 2018 ESPP for aggregate proceeds to the Company of $0.5 million. Pursuant to the 2018 ESPP, the Company recorded stock-based compensation of $0.1 million during the three and six months ended June 30, 2021, and $0.1 million during the three and six months ended June 30, 2020. Stock Options The fair values of stock options granted during the periods presented are measured 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 options was used for the expected term of options granted to non-employees. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods commensurate with the expected term of the award. The Company recognizes forfeitures as they occur. The assumptions used in the Black-Scholes option pricing model are as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Expected volatility 64.6% - 66.9% 64.8% — 65.4% 64.6% - 67.1% 63.2% — 65.4% Weighted-average risk-free interest rate 0.90% - 1.20% 0.33% — 0.54% 0.50% - 1.20% 0.33% — 1.73% Expected dividend yield — % — % — % — % Expected term (in years) 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Underlying common stock fair value $6.53 - $9.62 $12.66 — $18.04 $6.53 - $13.91 $12.66 — $21.75 The following table summarizes the Company’s stock option activity for the six months ended June 30, 2021: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2021 5,840,824 $ 15.18 7.8 $ 12,278 Granted 1,902,700 $ 12.84 Exercised (59,348 ) $ 2.30 Cancelled/Forfeited (158,374 ) $ 18.62 Outstanding at June 30, 2021 7,525,802 $ 14.62 8.0 $ 5,300 Vested and expected to vest at June 30, 2021 7,525,802 $ 14.62 8.0 $ 5,300 Exercisable at June 30, 2021 3,716,324 $ 13.21 7.0 $ 5,131 The total intrinsic value of options exercised during the six months ended June 30, 2021 and 2020 was $0.6 million and $0.5 million, respectively. The weighted-average grant date fair value per share of options granted during the six months ended June 30, 2021 and 2020 was $7.77 and $11.22, 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, 2021 3,091 Vested (2,022 ) Issued — Repurchased — Unvested shares - June 30, 2021 1,069 As of June 30, 2021 and December 31, 2020, 1,069 shares and 3,091 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 less than $0.1 million as of June 30, 2021 and December 31, 2020. Restricted Stock Units The fair values of restricted stock units (“RSUs”) are based on the fair market value of the Company’s common stock on the date of grant. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. In general, RSUs vest annually in three equal installments on January 1 st Number of Restricted Stock Units Weighted- Average Grant Date Fair Value Outstanding at January 1, 2021 — $ — Granted 277,400 13.85 Vested — — Forfeited (4,050 ) 13.91 Outstanding at June 30, 2021 273,350 $ 13.85 Stock-based Compensation Expense The Company recognizes compensation expense for awards to employees based on the grant date fair value of stock-based awards on a straight-line basis over the period during which an award holder provides service in exchange for the award, which is generally the vesting period. The Company recorded stock-based compensation expense related to stock options, shares purchased under the 2018 ESPP and restricted stock units as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 (in thousands) Research and development $ 2,303 $ 1,754 $ 4,159 $ 3,068 General and administrative 2,170 1,698 4,197 3,268 $ 4,473 $ 3,452 $ 8,356 $ 6,336 As of June 30, 2021, there was $38.4 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 2.6 years at June 30, 2021. |