Equity Incentive Plans | Note 8. Equity Incentive Plans The Company operates three stock plans as of December 31, 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 on April 25, 2019 amended, restated and re-named the 2014 Plan as 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 of its 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 Company’s Board of Directors may determine. The Quince 2019 Plan may be amended, suspended or terminated by the Company’s Board of Directors 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 Company’s Board of Directors, the 2019 Plan will automatically terminate on April 23, 2029. 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, 2020 4,790,327 $ 25.47 8.69 $ 49,723 Options granted 1,436,116 35.20 — — Options exercised ( 531,190 ) 12.82 — — Options cancelled / forfeited ( 123,960 ) 47.09 — — Balance at December 31, 2021 5,571,293 $ 28.70 8.26 $ 15,687 Options granted 2,051,058 8.13 — — Options exercised ( 102,152 ) 1.45 — — Options cancelled / forfeited ( 4,200,488 ) 29.30 — — Balance at December 31, 2022 3,319,711 $ 16.07 4.77 $ 65 Options vested and expected to vest to December 31, 2022 3,319,711 16.07 4.77 65 Options exercisable at December 31, 2022 2,209,330 $ 20.13 2.52 $ 65 Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock as of their respective balance sheet dates and the exercise price of outstanding options. The total intrinsic value of the Quince 2019 Plan options exercised was $ 1,393,000 and $ 22,512,000 for the years ended December 31, 2022 and 2021, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 6.05 and $ 25.66 per share, respectively. The total estimated grant date fair value of options vested during each of the years ended December 31, 2022 and 2021 was $ 31.8 million. In 2022 and 2021 , the Company recognized $ 11,361,000 and $ 26,140,000 , respectively, of stock-based compensation expense 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 statement of operations for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 6.2 million, which is expected to be recognized over the remaining estimated vesting period of 2.27 years. Performance Stock Options (“PSOs”) In December 2020, the Company granted 675,000 performance stock options (“PSOs”) under the Stock Incentive Plan to its executive and senior officers. Vesting for the options is performance based and is based on continued employment at the vesting date, with the options vesting in two installments if the Company’s average closing price in any 45 consecutive trading day period exceeds a certain amount per share prior to March 15, 2023 and March 15, 2024, respectively. PSOs represent a contingent right to purchase Common Stock upon achievement of specified market conditions. 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 unvested PSOs were cancelled and the life to date expense of approximately $ 1.6 million was reversed in the quarter ended March 31, 2022. The following table summarizes activity under the Company’s PSOs from the 2019 Plan and related information: Shares Subject Weighted Weighted average Balance at December 31, 2021 675,000 $ 29.60 8.94 Surrendered ( 675,000 ) $ 29.60 Vested — — — Balance at December 31, 2022 — — — The Company recognized stock-based compensation expense of $ 2,044,000 and $ 3,713,000 in 2022 and 2021 , respectively relating to these PSOs. The weighted-average grant date fair value of the PSOs granted during 2020 was $ 14.90 per share. As of December 31, 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: 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 ( 388,147 ) $ 4.30 RSUs cancelled ( 594,477 ) $ 4.30 Unvested - December 31, 2022 30,876 $ 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 years ended December 31, 2022 and 2021 was $ 1.7 million and $ 0 million, respectively. The aggregate intrinsic value of the shares of the RSUs vested during the year ended December 31, 2022 was $ 1.1 million. For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 1,337,000 and $ 0 , respectively, related to these RSUs. As of December 31, 2022, the total unamortized stock-based compensation related to RSUs was $ 0.1 million, which is expected to be recognized over the remaining estimated vesting period of 1.17 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. 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 assumed 507,648 $ 0.55 — — Options exercised — — — — Options cancelled / forfeited ( 4,543 ) 0.55 — — Balance at December 31, 2022 503,105 $ 0.55 9.23 $ 44 Options vested and expected to vest as of December 31, 2022 503,105 0.55 9.23 44 Options exercisable as of December 31, 2022 — — — — For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 245,000 and $ 0 , 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 consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 1.0 million, which is expected to be recognized over the remaining estimated vesting period of 3.23 years. The total aggregate intrinsic value of the Novosteo 2019 Plan options exercised was $ 0 for the years ended December 31, 2022 and 2021. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 2.51 and $ 0 per share, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2022 and 2021 was $ 0.3 million and $ 0 million, respectively. 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 assumed 519,216 $ 3.30 RSAs vested ( 91,815 ) $ — RSAs cancelled - $ — Unvested - December 31, 2022 427,401 $ 3.30 For the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of $ 338,000 and $ 0 , 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 consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 1.4 million, which is expected to be recognized over the remaining estimated vesting period of 2.74 years. 2022 Inducement Plan On May 9, 2022, the Company's board of directors approved 4,000,000 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 December 31, 2022, the Company had 257,745 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 ( 2,000 ) 2.98 — — Balance at December 31, 2022 3,742,255 $ 2.98 9.39 $ — Options vested and expected to vest as of December 31, 2022 3,742,255 2.98 9.39 — Options exercisable as of December 31, 2022 — — — — For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $ 1,293,000 , 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 consolidated statement of operations and comprehensive loss for stock-based compensation arrangements. As of December 31, 2022, total unamortized employee stock-based compensation was $ 7.2 million, which is expected to be recognized over the remaining estimated vesting period of 3.39 years. The total aggregate intrinsic value of the 2022 Inducement Plan options exercised was $ 0 for the year ended December 31, 2022. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 was $ 2.26 per share. The total estimated grant date fair value of options vested during the year ended December 31, 2022 was $ 0 million. No options have vested or were exercised during 2022. Stock-Based Compensation Expense The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2022 and 2021 and the allocation within the statements of operations and comprehensive loss (in thousands): 2022 2021 General and administrative expense $ 10,225 $ 14,792 Research and development expense 6,393 15,061 Total stock-based compensation $ 16,618 $ 29,853 The Company estimates the fair value of its service-based stock option awards utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes compensation on a straight-line basis over the requisite vesting period for each award. Forfeitures are recognized as they occur. The following weighted average assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2022 and 2021: 2022 2021 Expected volatility 89.98 % 87.56 % Expected dividend yield — % — % Expected term (in years) 6.23 6.23 Risk-free interest rate 2.67 % 1.15 % Expected Term — The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic a verage of the vesting term and the original contractual term of the option (generally 10 years). The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term. Expected Volatility—Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of its own stock and the stock of companies within its defined peer group. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . Fair value of Common Stock — The fair value of the shares of common stock underlying the stock-based awards has historically been determined by the board of directors, with input from management. The board of directors uses the closing price of stock on the date of grant to determine the fair value. The board of directors intends all options granted to be exercisable at a price per share not less than the estimated per share fair value of common stock underlying those options on the date of grant. The Company estimated the grant date fair value of its market-based performance stock option awards granted during the year ended December 31, 2021 using a Monte Carlo Simulation method by applying the following assumptions: Expected share price volatility 95.0 % Contractual term, in years 10 Risk-free interest rate 0.90 % Employee Stock Purchase Plan On April 24, 2019, the Company’s Board of Directors adopted its 2019 Employee Stock Purchase Plan (“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 lesser 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 Company’s Board of Directors. 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. |