Stock-Based Compensation | 11. 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. On the first day of each fiscal year of the Company during the term of the Plan, commencing on January 1, 2023 and ending on (and including) January 1, 2031, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the lesser of (a) five percent (5%) of the total number of Common Shares actually issued and outstanding on the last day of the preceding fiscal year, or (b) a number of Common Shares determined by the Board. As of December 31, 2022 and 2021, the number of shares reserved for issuance upon the exercise of outstanding options was 9,132,930 and 9,094,083, respectively. Of those shares reserved for issuance, there were 1,843,494 and 3,930,440 shares available for future grant as of December 31, 2022 and 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. 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, options to purchase 345,930 shares of common stock were exercised early. As of December 31, 2022 and December 31, 2021, the Company recognized $0.8 million and $1.4 million, respectively, as a liability related to the early exercise. The amount of remaining unvested shares related to the early exercise as of December 31, 2022 and December 31, 2021 were 201,793 and 345,930, respectively. There were no additional early exercises of options during the year ended December 31, 2022. Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted, and its stockholders approved, the ESPP, which became effective on October 6, 2021. The number of shares of common stock initially reserved for issuance under the ESPP is 400,000. In addition, on the first day of each fiscal year of the Company during the term of the ESPP, commencing on January 1, 2023 and concluding on January 1, 2041, the aggregate number of shares of common stock reserved for issuance under the ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, and (ii) a number of shares of common stock determined by the Company’s board of directors. Shares of common stock issued pursuant to the ESPP may be authorized but unissued shares or treasury shares. As of December 31, 2022, the number of shares of common stock that may be issued under the ESPP is 368,204. The ESPP enables eligible employees to purchase shares of common stock of the Company at the end of each offering period at a price 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. Participation in the ESPP is voluntary. Eligible employees become participants in the ESPP by enrolling in the plan and authorizing payroll deductions. During the year ended December 31, 2022, 31,796 shares of common stock were issued under the ESPP, at an average price of $5.86 per share. Cash received from purchases under the ESPP for the year ended December 31, 2022 was $0.2 million. The Company recorded stock-based compensation expense related to the ESPP of $0.2 million for the year ended December 31, 2022. 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 for the years ended December 31, 2022 and 2021 are as follows: DECEMBER 31, 2022 2021 Risk-free interest rate 1.60% - 4.20% 1.07% Expected term (in years) 1.03 - 6.08 5.2 - 6.1 Expected volatility 78.00% - 90.51% 75.58% - 83.56% Expected dividend yield 0.00% 0.00% A summary of option activity under the Plans during the years ended December 31, 2022 and 2021 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 2,366,200 10.05 Forfeited (272,057) (8.29) Outstanding as of December 31, 2022 7,257,786 $ 5.95 8.58 10,750.63 Options vested and exercisable as of December 31, 2022 2,367,914 $ 3.59 8.25 $ 5,736.58 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 grant date fair value of options granted during the year ended December 31, 2022 was $6.93. Stock-based compensation expense for options granted of $10.8 million was recorded as of December 31, 2022. As of December 31, 2022, there was $23.8 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 2.5 years as of December 31, 2022. The total fair value of options vested as of December 31, 2022 and 2021 was $10.5 million and $2.4 million, respectively. 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 underlying an RSU 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 year ended December 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 Forfeited (4,250) 11.21 Unvested shares at December 31, 2022 31,650 $ 11.21 As of December 31, 2022, there was $0.2 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 3.2 years as of December 31, 2022. There were no RSUs granted during the year ended December 31, 2021. 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 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 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 stock activity under the Plan during the years ended December 31, 2022 and 2021 is as follows: WEIGHTED-AVERAGE PER-SHARE GRANT-DATE SHARES FAIR VALUE Unvested shares at December 31, 2021 830,046 $ 2.85 Vesting of restricted common stock (518,221) 2.18 Unvested shares at December 31, 2022 311,825 $ 3.96 As of December 31, 2022, there was $1.2 million of unrecognized stock-based compensation expense related to unvested restricted stock. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 1.7 years as of December 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 years ended December 31, 2022 and 2021 was as follows (in thousands): YEAR ENDED DECEMBER 31, 2022 2021 Research and development $ 6,612 $ 2,250 General and administrative 4,800 2,111 $ 11,412 $ 4,361 During the year ended December 31, 2022, the Company modified the terms of certain equity awards held by a departing employee, resulting in $1.8 million of stock-based compensation expense. |