Stock-Based Compensation | Note 7. Stock-Based Compensation The Company operates three stock plans as of June 30, 2022. • 2019 Equity Incentive Plan (Quince) • 2019 Equity Incentive Plan (Novosteo) • 2022 Inducement Plan (Quince) 2019 Equity Incentive Plan (Quince) On December 4, 2014, the Company’s stockholders approved the 2014 Stock Plan (“2014 Plan”), and most recently amended the 2014 Plan on April 25, 2019. The 2014 Plan was amended, restated and re-named the 2019 Equity Incentive Plan (the “Quince 2019 Plan”), which became effective as of May 7, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The remaining shares available for issuance under the 2014 Plan were added to the shares reserved for issuance under the Quince 2019 Plan. The Quince 2019 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Company’s employees, directors, and consultants. The maximum aggregate number of shares that may be issued under the Quince 2019 Plan is 8,591,030 shares of the Company’s common stock. In addition, the number of shares available for issuance under the Quince 2019 Plan will be annually increased on the first day of each fiscal years beginning with fiscal 2020, by an amount equal to the least of (i) 2,146,354 shares of common stock; (ii) 4 % of the outstanding shares of its common stock as of the last day of its immediately preceding fiscal year; and (iii) such other amount as the Board may determine. The Quince 2019 Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the Quince 2019 Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the Quince 2019 Plan will automatically terminate on April 23, 2029. As of June 30, 2022, the Company had 1,596,650 shares available for future issuance under the Quince 2019 Plan. Stock Options Activity for service-based stock options under the Quince 2019 Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 1,869,058 8.75 Options exercised ( 78,210 ) 1.72 Options cancelled / forfeited ( 2,235,768 ) 30.39 Balance at June 30, 2022 5,126,373 $ 21.10 6.63 $ 501 Options vested and expected to vest as of June 30, 2022 5,126,373 21.10 6.63 501 Options exercisable as of June 30, 2022 2,680,564 $ 22.00 4.49 $ 501 For the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 3,439,000 and $ 10,462,000 , respectively, related to options granted to employees and non-employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of June 30, 2022, total unamortized employee stock-based compensation was $ 23.6 million, which is expected to be recognized over the remaining estimated vesting period of 2.58 years. Performance Stock Options (“PSOs”) The following table summarizes activity under the Company’s PSOs from the Quince 2019 Plan and related information: Shares Subject to Outstanding PSOs Weighted Weighted average remaining contractual life (years) Balance at December 31, 2021 675,000 $ 29.60 5.74 Surrendered ( 675,000 ) $ 29.60 — Vested — — — Balance at June 30, 2022 — — — In February 2022, the Company and certain executive officers agreed to voluntarily surrender 400,000 of the PSOs. As a result of the surrender, the Company accelerated the total remaining expense on these options and recognized approximately $ 3.6 million in compensation expense during the quarter ended March 31, 2022. In February 2022, the Company's Chief Executive Officer and Chief Scientific Officer resigned from the Company. As a result, the 275,000 unvested PSOs were cancelled and the life to date expense of approximately $ 1.6 million was reversed in the quarter ended March 31, 2022. For the three and six months ended June 30, 2022 , the Company recognized stock-based compensation expense of $ 0 and $ 2,044,000 , respectively, related to these PSOs. As of June 30, 2022 , there was no remaining unamortized stock-based compensation related to PSOs. Restricted Stock Units (“RSUs”) The following table summarizes activity under the Company’s RSUs from the Quince 2019 Plan and related information: Quince 2019 Plan Restricted Stock Units Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSUs granted 1,013,500 $ 4.30 RSUs vested ( 253,297 ) $ 4.30 RSUs cancelled ( 226,538 ) $ 4.30 Unvested - June 30, 2022 533,665 $ 4.30 The fair value of the RSUs is determined on the grant date based on the fair value of the Company’s common stock. The fair value of the RSUs is recognized as expense ratably over the vesting period of two years . The total grant date fair value of the RSUs vested during the three months ended June 30, 2022 was $ 1.1 million. The aggregate intrinsic value of the shares of the RSUs vested during the three months ended June 30, 2022 was $ 0.8 million. For the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 1,224,000 and $ 1,397,000 , respectively, related to these RSUs. As of June 30, 2022, total unamortized stock-based compensation related to RSUs was $ 1.6 million, which is expected to be recognized over the remaining estimated vesting period of 1.65 years. 2019 Equity Incentive Plan (Novosteo) On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed the 2019 Novosteo, Inc Equity Incentive Plan (the "2019 Novosteo Plan"). The 2019 Novosteo Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs, performance units, and performance shares to the Novosteo legacy employees. On the closing date, each outstanding Novosteo stock option granted under Novosteo’s equity compensation plans was converted into a corresponding stock option with the number of shares underlying such option and the applicable exercise price adjusted based and adjusted into the right to purchase 0.0911 shares of common stock. Each such converted stock option will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo stock option prior to the Acquisition. The maximum aggregate number of shares that may be issued under the 2019 Novosteo Plan is 544,985 shares of the Company’s common stock. The 2019 Novosteo Plan may be amended, suspended or terminated by the Board at any time, provided such action does not impair the existing rights of any participant, subject to stockholder approval of any amendment to the 2019 Novosteo Plan as required by applicable law or listing requirements. Unless sooner terminated by the Board, the 2019 Novosteo Plan will automatically terminate on May 20, 2029. As of June 30, 2022, the Company had 37,337 shares available for future issuance under the 2019 Novosteo Plan. Activity for service-based stock options under the 2019 Novosteo Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 507,648 0.55 — — Options exercised — — — — Options cancelled / forfeited — — — — Balance at June 30, 2022 507,648 $ 0.55 9.73 $ 848 Options vested and expected to vest as of June 30, 2022 507,648 0.55 9.73 848 Options exercisable as of June 30, 2022 — — — — For the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 87,000 and $ 87,000 , respectively, related to options granted to employees and non-employees for the 2019 Novosteo plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of June 30, 2022, total unamortized employee stock-based compensation was $ 1.2 million, which is expected to be recognized over the remaining estimated vesting period of 3.73 years. On May 19, 2022, in accordance with the term of the Merger Agreement, the Company assumed a number of restricted stock awards ("RSAs") agreements with certain employees. Each outstanding Novosteo RSA was converted into a corresponding RSA with the number of shares underlying such RSA adjusted into 0.0911 shares of common stock. Each such converted RSA will continue to be subject to substantially the same terms and conditions as applied to the corresponding Novosteo RSA prior to the Acquisition. Restricted Stock Awards (“RSAs”) Restricted Stock Awards Outstanding Number of Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2021 — — RSAs granted 519,216 $ 3.30 RSAs vested ( 13,116 ) — RSAs cancelled — — Unvested - June 30, 2022 506,100 $ 3.30 For the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 76,000 and $ 76,000 , respectively, related to restricted stock awards. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of June 30, 2022, total unamortized employee stock-based compensation was $ 1.6 million, which is expected to be recognized over the remaining estimated vesting period of 3.23 years. 2022 Inducement Plan On May 9, 2022, the Company's stockholders approved 4,000,000 additional shares of the Registrant’s common stock that may be offered or issued under the Quince Therapeutics, Inc. 2022 Inducement Plan. The 2022 Inducement Plan was adopted by the independent members of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with rule awards under those plans may only be made to an employee who has not previously been an employee or member of the Board or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the Quince 2019 Plan. As of June 30, 2022, the Company had 255,745 shares available for future issuance under the 2022 Inducement Plan. Activity for service-based stock options under the 2022 Inducement Plan is as follows: Number of Weighted Weighted Aggregate (In thousands) Balance at December 31, 2021 — — — — Options granted 3,744,255 2.98 — — Options exercised — — — — Options cancelled / forfeited — — — — Balance at June 30, 2022 3,744,255 $ 2.98 9.90 $ — Options vested and expected to vest as of June 30, 2022 3,744,255 2.98 9.90 — Options exercisable as of June 30, 2022 — — — — For the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 226,000 and $ 226,000 , respectively, related to options granted to employees and non-employees for the 2022 Inducement plan. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the condensed consolidated statement of operations and comprehensive for stock-based compensation arrangements. As of June 30, 2022, total unamortized employee stock-based compensation was $ 8.3 million, which is expected to be recognized over the remaining estimated vesting period of 3.90 years. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 and the allocation within the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 General and administrative expense $ 3,267 $ 3,629 $ 7,699 $ 7,108 Research and development expense 1,784 3,121 6,593 6,633 Total stock-based compensation $ 5,051 $ 6,750 $ 14,292 $ 13,741 Employee Stock Purchase Plan On April 24, 2019, the Board adopted its 2019 Employee Stock Purchase Plan (the “2019 ESPP”), which was subsequently approved by the Company’s stockholders and became effective on May 7, 2019, the day immediately prior to the effectiveness of the registration statement filed in connection with the IPO. The 2019 ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) for U.S. employees. In addition, the 2019 ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component for non-U.S. employees and certain non-U.S. service providers. The Company has reserved 1,133,165 shares of common stock for issuance under the 2019 ESPP. In addition, the number of shares reserved for issuance under the 2019 ESPP will be increased automatically on the first day of each fiscal year for a period of up to ten years , starting with the 2020 fiscal year, by a number equal to the least of: (i) 536,589 shares; (ii) 1 % of the shares of common stock outstanding on the last day of the prior fiscal year; or (iii) such lesser number of shares determined by the Board. The 2019 ESPP is expected to be implemented through a series of offerings under which participants are granted purchase rights to purchase shares of the Company’s common stock on specified dates during such offerings. The Company has not yet approved an offering under the 2019 ESPP. |