Stock-Based Compensation | 10. Stock-Based Compensation Equity Incentive Plans In September 2021, the Company adopted the Theseus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the 2018 Stock Incentive Plan (the “2018 Plan”) and allows for the issuance of stock options, restricted stock awards, restricted stock units (“RSUs”), and other types of equity awards. No further awards were made under the 2018 Plan as of the effective date of the 2021 Plan. Any options or awards outstanding under the 2018 Plan are governed by their existing terms. As of March 31, 2022 and December 31, 2021, the number of shares of common stock reserved for issuance was 9,094,083 shares for each such period end. Of those shares reserved for issuance, there were 2,237,340 and 3,930,440 shares available for future grant under the 2021 Plan as of March 31, 2022 and December 31, 2021, respectively. The 2021 Plan is administered by the Board (or its compensation committee), and the exercise prices, vesting and other restrictions for the awards are determined at the discretion of the Board, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the 2021 Plan expire ten years after the grant date unless the Board sets a shorter term. The expected term of stock options granted to employees and non-employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Stock options granted to employees and nonemployees typically vest over four years . Shares of restricted stock awards granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over five years . Certain executives who are option holders are able to early exercise stock option awards prior to full satisfaction of the vesting conditions. If and when this occurs, the executive receives restricted common stock upon exercise of the option, and the shares remain subject to the Company’s right of repurchase until the remaining vesting terms are met. During the year ended December 31, 2021, 345,930 options to purchase common stock were exercised early. The Company recognized the proceeds received of $1.4 million as a liability as of December 31, 2021. There were no early exercises of options during the three months ended March 31, 2022. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “ESPP”) permits eligible employees who elect to participate in an offering under the ESPP to have up to 15% of their eligible earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the ESPP. The price of common stock purchased under the ESPP is equal to 85% of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant date of purchase. The ESPP is implemented through a series of offering periods of up to 27 months, which may consist of one or more purchase periods. A total of 400,000 shares of common stock were initially reserved for issuance under the ESPP. Stock Option Valuation The assumptions that the Company used in Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted are as follows: FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED MARCH 31, 2022 DECEMBER 31, 2021 Risk-free interest rate 1.60% - 2.16% 1.07% Expected term (in years) 6.1 5.2 - 6.1 Expected volatility 78.00% - 78.90% 75.58% - 83.56% Expected dividend yield 0.00% 0.00% A summary of option activity under the 2021 Plan during the three months ended March 31, 2022 is as follows (in thousands except share, per share data and contractual terms): WEIGHTED-AVERAGE WEIGHTED-AVERAGE PER-SHARE REMAINING AGGREGATE SHARES EXERCISE PRICE CONTRACTUAL TERM INTRINSIC VALUE Outstanding as of December 31, 2021 5,163,643 $ 4.31 9.29 $ 44,463 Granted 1,657,200 11.22 Outstanding as of March 31, 2022 6,820,843 $ 5.99 9.25 39,468 Options vested and exercisable as of March 31, 2022 844,039 $ 1.43 8.83 $ 8,566 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The weighted-average per share grant date fair value of options granted during the three months ended March 31, 2022 and 2021 was $7.68 and $5.46 , respectively. As of March 31, 2022, there was $31.5 million of unrecognized stock-based compensation expense related to unvested stock options. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 3.1 years as of March 31, 2022. Restricted Stock Units The Company issues RSUs that generally vest over a four-year period with 25% of the RSUs vesting one year from the vesting commencement date, and the remainder vesting quarterly thereafter over the following 36 months. Any unvested shares will be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. A summary of RSU activity during the three months ended March 31, 2022 is as follows: WEIGHTED-AVERAGE PER-SHARE GRANT-DATE SHARES FAIR VALUE Unvested shares at December 31, 2021 — $ — Granted 35,900 11.21 Unvested shares at March 31, 2022 35,900 $ 11.21 As of March 31, 2022, there was $0.4 million of unrecognized stock-based compensation expense related to unvested RSUs. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 3.9 years as of March 31, 2022. Shares of Restricted Common Stock The Company issued shares of restricted common stock to its founders in May 2018, which vest monthly over five years through 2023. At issuance, these shares also contained certain performance-based vesting criteria which were associated with the milestone events applicable to the formerly outstanding shares of Series A preferred stock, two of which were achieved in 2020. In December 2020 in conjunction with the termination of the Series A preferred stock purchase agreement, the final performance-based vesting criteria was waived, leaving only service-based vesting criteria remaining for the founders’ shares through the end of the requisite service period, as of March 31, 2022. As noted above, certain executives who are option holders are able to early exercise stock option awards prior to full satisfaction of the vesting conditions. If and when such exercise occurs, the executive receives shares of restricted common stock. Early exercise shares are included in the table below. A summary of restricted common stock activity during the three months ended March 31, 2022 is as follows: WEIGHTED-AVERAGE PER-SHARE GRANT-DATE SHARES FAIR VALUE Unvested shares at December 31, 2021 830,046 $ 2.85 Vested (85,431) 0.83 Unvested shares at March 31, 2022 744,615 $ 3.08 As of March 31, 2022, there was $2.3 million of unrecognized stock-based compensation expense related to unvested restricted common stock. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.0 years as of March 31, 2022. Stock-based Compensation Expense Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees during the three months ended March 31, 2022 and 2021 was as follows (in thousands): THREE MONTHS ENDED MARCH 31, 2022 2021 Research and development $ 1,008 $ 439 General and administrative 1,036 109 $ 2,044 $ 548 |