Stock-Based Compensation | 6. STOCK-BASED COMPENSATION The Company uses 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 its shareholders. The Company has also granted equity-based awards to directors, nonemployees, and certain employees of Cellectis. In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it 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. In July 2021, the Company also adopted the Calyxt, Inc. Employee Inducement Incentive Plan (the Inducement Plan), from which PSUs were granted to Michael A. Carr. On February 19, 2021, James Blome ceased serving as the Company’s Chief Executive Officer. In the six-month period ended June 30, 2021, the Company recorded a benefit to earnings from a $2.5 million recapture of non-cash As of June 30, 2022, 2,621,614 shares were registered and available for grant under effective registration statements, while 2,961,677 shares were available for grant in the form of stock options, restricted stock, restricted stock units, and performance stock units under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan and the Inducement Plan. No further awards will be granted under either the 2014 Plan or the Inducement Plan. 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, 2022 2021 Estimated fair values of stock options granted $ 0.86 $ 4.54 Assumptions: Risk-free interest rate 1.9% - 3.5 % 0.6% - 1.1 % Expected volatility 89.7% - 92.8 % 80.1% - 82.0 % Expected term (in years) 5.50 - 6.89 5.5 - 6.5 The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon 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 Information on stock option activity is as follows: Options Exercisable Weighted- Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,405 $ 9.47 Granted 1,609,000 1.12 Exercised — — Forfeited or expired (329,417 ) 7.82 Balance as of June 30, 2022 3,018,231 $ 10.20 5,937,988 $ 7.30 Stock-based compensation expense related to stock option awards is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 709 $ 800 $ 890 $ 405 As of June 30, 2022, options outstanding and exercisable had no aggregate intrinsic value and the weighted average remaining contractual term was 5.3 years as of that date. 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 2022 2021 2022 2021 Net cash proceeds $ — $ 19 $ — $ 227 Intrinsic value of options exercised $ — $ 13 $ — $ 344 As of June 30, 2022, unrecognized compensation expense related to non-vested Restricted Stock Units The Company grants restricted stock units which generally vest over three Number of Restricted Stock Units Outstanding Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2021 571,303 $ 6.15 Granted 1,077,600 1.26 Vested (181,248 ) 6.38 Forfeited (61,613 ) 5.55 Unvested balance as of June 30, 2022 1,406,042 $ 2.40 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 2022 2021 2022 2021 Grant-date fair value $ 539 $ 390 $ 1,156 $ 641 Stock-based compensation expense related to restricted stock units is as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 453 $ 228 $ 658 $ (521 ) As of June 30, 2022, unrecognized compensation expense related to restricted stock units was $2.0 million. This expense will be recognized over 27 months on average. The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Three Months Ended June 30, Six Months Ended June 30, In Thousands 2022 2021 2022 2021 Deemed dividends from grants to Cellectis employees $ 27 $ 107 $ 64 $ 28 Performance Stock Units In June 2022, PSU grants made to two executive officers in 2019 were forfeited because the underlying performance criteria were not met. These PSUs contained a market condition and had a five-year service period. The Company will continue to expense these PSUs over the remaining service period. In March 2022, the Company granted 530,000 PSUs under the 2017 In July 2021, the Company granted 600,000 PSUs under the Inducement Plan to Mr. Carr. The PSUs will vest if the Company’s stock remains above three specified price levels for thirty calendar days over the three-year performance period. The PSUs will be settled in unrestricted shares of the Company’s common stock on the vesting date. PSU activity for the six months ended June 30, 2022, is as follows: Number of PSUs Outstanding as of December 31, 2021: Issued 745,000 530,000 Forfeited/canceled (145,000 ) Exercised — Outstanding as of June 30, 2022: 1,130,000 Stock-based compensation expense related to PSUs is as follows: Three Months Ended Six Months Ended In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 161 $ 51 $ 307 $ (255 ) As of June 30, 2022, unrecognized compensation expense related to PSUs was $1.3 million. This expense will be recognized over 25 months on average. |