Stock-Based Compensation | Stock-Based Compensation 2021 Inducement Plan In May, 2021, our board of directors adopted the Evelo Biosciences, Inc. 2021 Employment Inducement Award Plan (the “Inducement Award Plan”) without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”). In accordance with Rule 5635(c)(4), cash and equity-based incentive awards under the Inducement Award Plan may only be made to a newly-hired employee who was not previously a member of our board of directors, or to an employee who is rehired following a bona fide period of non-employment by us, as a material inducement to the employee’s entering into employment with us. An aggregate of 1,250,000 shares of our common stock were reserved for issuance under the Inducement Award Plan. The exercise price of stock options granted under the Inducement Award Plan will not be less than the fair market value of a share of our common stock on the grant date. Other terms of awards, including vesting requirements, are determined by our board of directors and are subject to the provisions of the Inducement Award Plan. Stock options granted to employees generally vest over a four-year period, but may be granted with different vesting terms. Certain options may provide for accelerated vesting in the event of a change in control. Stock options granted under the Inducement Award Plan expire no later than 10 years from the date of grant. As of March 31, 2022, stock option awards covering up to 800,000 shares of our common stock were issued under the Inducement Award Plan, none of which were exercised or canceled. As of March 31, 2022, restricted stock unit (“RSU”) awards covering up to 4,545 shares of our common stock were granted under the Inducement Award Plan, none of which have vested or forfeited. As of March 31, 2022, 445,455 shares of common stock are available for future grant under the Inducement Award Plan. 2018 Incentive Award Plan In April 2018, our board of directors adopted, and our stockholders approved, the 2018 Incentive Award Plan (the "2018 Plan"), effective in May 2018, under which we may grant cash and equity-based incentive awards to our employees, officers, directors, consultants and advisors. The 2018 Plan initially allowed us to grant awards for up to 1,344,692 shares of common stock plus that number of shares of common stock subject to awards outstanding under the 2015 Plan (as defined below) that expire, lapse, terminate or are exchanged for cash, surrendered, repurchased, canceled prior to exercise or forfeited following the effective date of the 2018 Plan. Each year starting with 2019 and ending in and including 2028, the number of shares available for grants of awards under the 2018 Plan will be increased automatically on January 1 by a number of shares of common stock equal to the lesser of 4% of the shares of common stock outstanding on the final day of the preceding calendar year or the number of shares determined by our board of directors. Accordingly, on January 1, 2022, 2021, 2020 and 2019, the number of shares authorized for issuance under the 2018 Plan was increased by 2,143,058, 1,898,805, 1,286,824 and 1,273,031 shares, respectively. The exercise price of stock options granted under the 2018 Plan shall be no less than the fair market value of a share of our common stock on the grant date. Other terms of awards, including vesting requirements, are determined by the board of directors and are subject to the provisions of the 2018 Plan. Stock options granted to employees generally vest over a four-year period, but may be granted with different vesting terms. Certain options provide for accelerated vesting in the event of a change in control. Awards granted to non-employee consultants generally vest monthly over a period of one 2015 Stock Incentive Plan We previously granted equity awards under the 2015 Stock Incentive Plan (the "2015 Plan"), which originally provided for grant of incentive stock options, non-qualified stock options, RSAs and other stock-based awards to our employees, officers, directors, consultants and advisors. Following the effectiveness of the 2018 Plan, we ceased making grants under the 2015 Plan. The 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. The terms of equity award agreements made under the 2015 Plan, including vesting requirements, were determined by the board of directors and are subject to the provisions of the 2015 Plan. Stock options granted to employees generally vest over a four-year period but may be granted with different vesting terms. A limited number of awards contain performance-based vesting criteria and for such awards that are deemed probable of vesting, we record expense in the period in which such determination is made through any remaining estimated vesting period. Certain options provide for accelerated vesting in the event of a change in control. Awards granted to non-employee consultants generally vest monthly over a period of one Under the 2015 Plan, we were authorized to grant equity awards up to an aggregate of 5,417,044 shares of common stock. As of March 31, 2022, an aggregate of 5,758,518 options and other equity awards were granted under the 2015 Plan, of which 1,471,337 were exercised, 1,299,392 were canceled and 18,468 were repurchased as of March 31, 2022. A total of 113,006 shares previously reserved under the 2015 Plan that had not been exercised or were otherwise subject to outstanding exercise awards were no longer authorized as of May 8, 2018. Stock-Based Compensation Expense Stock-based compensation expense recorded in our unaudited condensed consolidated statements of operations consists of the following (in thousands): Three Months Ended March 31, 2022 2021 Research and development 2,036 1,823 General and administrative $ 2,239 $ 1,441 Total stock-based compensation expense 4,275 $ 3,264 Stock Options A summary of our stock option activity is as follows: Shares Weighted- Options outstanding as of December 31, 2021 9,713,182 $ 9.32 Granted 1,746,005 $ 5.03 Exercised — $ — Canceled (219,185) $ 10.10 Options outstanding as of March 31, 2022 11,240,002 $ 8.65 Exercisable as of March 31, 2022 5,577,736 $ 7.13 The weighted-average fair value of options granted during the three months ended March 31, 2022 and 2021 was $3.77 and $12.07, respectively. As of March 31, 2022, total unrecognized stock-based compensation expense relating to unvested stock options was $35.9 million, expected to be recognized over a weighted average period of 2.82 years. Restricted Stock Units We issue restricted stock units ("RSU") under the 2018 Plan and the 2021 Inducement Award Plan. Typically, each award of RSUs vests as to 25% on the first anniversary of the grant date, and either monthly thereafter or annually over three additional years. A summary of RSU activity is as follows: Shares Weighted- Unvested as of December 31, 2021 320,209 $ 9.04 Granted 108,375 $ 5.05 Vested (35,406) $ 15.44 Forfeited (26,867) $ 8.75 Unvested as of March 31, 2022 366,311 $ 7.26 Stock-based compensation expense related to RSUs was $0.4 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. 2018 Employee Stock Purchase Plan In April 2018, our board of directors adopted and our stockholders approved the 2018 Employee Stock Purchase Plan (“ESPP”), which became effective in May 2018. Under the terms of the ESPP, the number of shares of common stock that may be issued under the ESPP automatically increases on the first day of each calendar year, beginning in 2020 and ending in and including 2028, by an amount equal to the lesser of (i) 1% of the number of shares of our common stock outstanding on the last day of the applicable preceding calendar year and (ii) an amount determined by our board of directors. Accordingly, on January 1, 2022 and 2021, the number of shares authorized by our board of directors for issuance under the ESPP was increased by 535,765 and 474,701 shares, respectively. There were no additional share increases for the years 2020 and 2019. A total of 36,329 shares and 27,587 shares were purchased under the ESPP during the three months ended March 31, 2022 and 2021, respectively. Compensation expense related to our ESPP for the three months ended March 31, 2022 and 2021 was not material. As of March 31, 2022 and December 31, 2021, a total of 1,235,532 shares and 736,096 shares of common stock were reserved for issuance under the ESPP. |