Stock-Based Compensation | 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 September 30, 2023 and December 31, 2022, the number of shares of common stock reserved for issuance were 11,021,034 and 9,132,930 shares, respectively. Of those shares reserved for issuance, there were 1,972,328 and 1,843,494 shares available for future grant as of September 30, 2023 and December 31, 2022, 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 and restricted stock units granted to employees and non-employees typically vest over four years. Shares of restricted common 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, at exercise price, 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 September 30, 2023 and December 31, 2022, the Company recognized $0.6 million and $0.8 million, respectively, as a liability related to the early exercise. The amount of remaining unvested shares related to the early exercise as of September 30, 2023 and December 31, 2022 were 136,931 and 201,793 shares, respectively. There were no additional early exercises of options during the nine months ended September 30, 2023. Employee Stock Purchase Plan In September 2021, the Board adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the "ESPP"), which became effective on October 6, 2021. The number of shares of common stock initially reserved for issuance under the ESPP was 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 Board. 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. As of September 30, 2023, the number of shares of common stock that may be issued under the ESPP is 730,682. 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 NINE MONTHS ENDED FOR THE YEAR ENDED Risk-free interest rate 3.54% - 4.03% 1.60% - 4.20% Expected term (in years) 5.50 - 6.08 1.03 - 6.08 Expected volatility 87.82% - 89.15% 78.00% - 90.51% Expected dividend yield 0% 0% A summary of option activity under the 2021 Plan during the nine months ended September 30, 2023, is as follows (in thousands except share, per share data and contractual terms): SHARES WEIGHTED-AVERAGE WEIGHTED-AVERAGE AGGREGATE Outstanding as of December 31, 2022 7,257,786 $ 5.95 8.58 $ 10,751 Granted 1,700,130 11.17 Exercised (17,880) 2.70 Forfeited (224,698) 11.37 Expired (1,354) 11.04 Outstanding as of September 30, 2023 8,713,984 $ 6.84 8.06 4,367 Options vested and exercisable as of September 30, 2023 4,135,826 $ 5.03 7.61 $ 3,254 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 nine months ended September 30, 2023 and 2022 was $8.44 and $6.80, respectively. As of September 30, 2023, there was $27.8 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 2.2 years as of September 30, 2023. 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 nine months ended September 30, 2023 is as follows: SHARES WEIGHTED-AVERAGE Unvested shares at December 31, 2022 31,650 $ 11.21 Granted 333,810 8.88 Forfeited (19,151) 9.21 Vested and released (11,587) 11.21 Unvested shares at September 30, 2023 334,722 $ 9.00 As of September 30, 2023, there was $0.9 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 September 30, 2023. Shares of Restricted Common Stock The Company issued shares of restricted common stock to its founders in May 2018, which vested monthly over five years through May 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 common stock activity during the nine months ended September 30, 2023 is as follows: SHARES WEIGHTED-AVERAGE Unvested shares at December 31, 2022 311,825 $ 3.96 Vesting of restricted common stock (174,894) 2.63 Unvested shares at September 30, 2023 136,931 $ 5.67 As of September 30, 2023, there was $0.8 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 1.6 years as of September 30, 2023. 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 and nine months ended September 30, 2023 and 2022 was as follows (in thousands): THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2023 2022 2023 2022 Research and development $ 1,855 $ 3,076 $ 5,278 $ 5,362 General and administrative 1,785 1,399 4,928 3,675 $ 3,640 $ 4,475 $ 10,206 $ 9,037 |