Stock-Based Compensation | 4. STOCK-BASED COMPENSATION We use broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of our shareholders. We have also granted equity-based awards to directors, nonemployees, and certain employees of Cellectis. In December 2014, we adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, we adopted the 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units, performance stock units and other types of equity awards. On February 19, 2021, James Blome ceased serving as our Chief Executive Officer. We recorded a benefit to earnings from a $ 2.5 million recapture of non-cash stock compensation expense from the forfeiture of Mr. Blome’s unvested stock options, restricted stock units, and performance stock units. As of June 30, 2021 , 1,634,125 shares were registered and available for grant under effective registration statements, while 5,950,199 shares were available for grant in the form of stock options, restricted stock, restricted stock units, and performance stock units under the 2017 Plan. On July 16, 2021, we filed a Registration Statement on Form S-8 with the SEC which registered an additional 4,299,904 shares of common stock that may be issued or delivered and sold pursuant to the 2017 Plan and 600,000 shares of common stock that may be issued or delivered and sold pursuant to the Calyxt, Inc. Employee Inducement Incentive Plan (the Inducement Plan). The Inducement Plan shares of common stock are issuable upon the settlement of performance stock units which were granted to Mr. Carr as a material inducement to accept employment as our President and Chief Executive Officer. Stock-based awards currently outstanding also include awards granted under the 2014 Plan, under which no further awards will be granted. Stock Options The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Six Months Ended June 30, 2021 2020 Estimated fair values of stock options granted $ 4.54 $ 5.19 Assumptions: Risk-free interest rate 0.6 % - 1.1 % 1.7 % Expected volatility 80.1 % - 82.0 % 77.4 % Expected term (in years) 5.5 - 6.5 6.9 We estimate the fair value of each option on the grant date, or other measurement dates if applicable, using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. Our expected term represents the period that options granted are expected to be outstanding determined using the simplified method. We estimate our future stock price volatility using the historical volatility of comparable public companies over the expected term of the option. We estimate the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option. We do not nor do we expect to pay dividends. Option strike prices are set at 100 percent or more of the closing share price on the date of grant, and generally vest over three to six years following the grant date. Options generally expire 10 years after the date of grant. Information on stock option activity is as follows: Options Weighted- Options Weighted- Balance as of December 31, 2020 2,347,663 $ 10.15 4,621,173 $ 10.30 Granted 456,959 5.71 Exercised ( 61,372 ) 3.70 Forfeited or expired ( 550,110 ) 10.57 Balance as of June 30, 2021 2,412,501 $ 10.49 4,466,650 $ 9.89 Stock-based compensation expense related to stock option awards is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2021 2020 2021 2020 Stock-based compensation expense $ 800 $ 1,246 $ 405 $ 2,252 As of June 30, 2021 , options outstanding and exercisable had an aggregate intrinsic value of $ 0.4 million and the weighted average remaining contractual term was 5.8 years. Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2021 2020 2021 2020 Net cash proceeds $ 19 $ — $ 227 $ — Intrinsic value of options exercised $ 13 $ — $ 344 $ — As of June 30, 2021 , unrecognized compensation expense related to non-vested stock options was $ 6.7 million. This expense will be recognized over 28 months on average. Restricted Stock Units We grant restricted stock units which generally vest over three to five years after the date of grant. Information on restricted stock unit activity is as follows: Number of Weighted- Unvested balance at December 31, 2020 547,807 $ 9.49 Granted 234,504 5.61 Vested ( 69,323 ) 9.25 Forfeited ( 133,348 ) 12.49 Unvested balance at June 30, 2021 579,640 $ 7.26 The total grant-date fair value of restricted stock unit awards that vested is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2021 2020 2021 2020 Grant-date fair value $ 390 $ 660 $ 641 $ 1,170 Stock-based compensation expense related to restricted stock units is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2021 2020 2021 2020 Stock-based compensation expense $ 228 $ 441 $ ( 521 ) $ 596 As of June 30, 2021 , unrecognized compensation expense related to restricted stock units was $ 2.1 million. This expense will be recognized over 24 months on average. We treat stock-based compensation awards granted to employees of Cellectis as deemed dividends. We recorded deemed dividends as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2021 2020 2021 2020 Deemed dividends from grants to Cellectis employees $ 107 $ 198 $ 28 $ 422 Performance Stock Units In June 2019, we granted 311,667 performance stock units under the 2017 Plan to three executive officers. The performance stock units will vest at 50 %, 100 % or 120 % of the shares under the award at the end of a three-year performance period based upon increases in the value of our common stock from the grant price of $ 12.48 . The performance stock units will be settled in restricted stock upon vesting, with restrictions on transfer lapsing on the second anniversary of the restricted stock issuance date. During the six months ended June 30, 2021, we recognized a benefit from the forfeiture of 166,667 performance stock units held by Mr. Blome, our former chief executive officer. Stock-based compensation expense related to performance stock units is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2021 2020 2021 2020 Stock-based compensation expense $ 51 $ 110 $ ( 255 ) $ 220 As of June 30, 2021 , unrecognized compensation expense related to performance stock units was $ 0.6 million. This expense will be recognized over 36 months on average. |