Stock-based Compensation | 9. Stock-based Compensation 2018 Stock Option and Incentive Plan In February 2019, the Company’s Board of Directors and stockholders approved the 2018 Stock Option and Incentive Plan (the 2018 Plan), which replaced the 2015 Stock Option and Grant Plan (the 2015 Plan). The shares under the 2015 Plan which were not issued were rolled into the 2018 Plan. The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units (RSUs), stock appreciation rights and other stock-based awards. The Company’s officers, employees, directors, and other key persons (including consultants) are eligible to receive awards under the 2018 Plan. The maximum number of authorized shares to be issued under the 2018 Plan is 8,934,465 shares of common stock. The number of shares of common stock reserved for issuance under the 2018 Plan shall be cumulatively increased on January 1, 2019 and each January 1 thereafter by 4 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by the Company's Board of Directors. The amount, terms of grants, and exercisability provisions are determined and set by the Compensation Committee of the Company’s Board of Directors. The term of the options may be up to 10 years , and options are exercisable in cash or as otherwise determined by the Board of Directors. As of September 30, 2022 , there were 2,045,061 shares of common stock available for future issuance under the 2018 Plan. Generally, options vest over a four-year period and RSUs vest over a two- or three-year period. 2022 Inducement Plan On February 11, 2022, our Board of Directors approved the TCR 2 Therapeutics Inc. 2022 Inducement Plan (Inducement Plan) pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the NASDAQ Stock Market, and reserved 1,400,000 s hares of our Common Stock for issuance employees of the Company under the Inducement Plan. The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, and dividend equivalent rights. The purpose of the Inducement Plan is to encourage and enable the Company to grant equity awards to induce highly qualified prospective officers and employees to accept employment and provide them a proprietary interest in the Company. The maximum number of authorized shares to be issued under the Inducement Plan is 1,400,000 shares of com mon stock. The amount, terms of grants, and exercisability provisions are determined and set by the Compensation Committee of the Company’s Board of Directors. The term of the options may be up to 10 years , and options are exercisable in cash or as otherwise determined by the Board of Directors. As of September 30, 2022 , there were 876,026 shares of common stock available for future issuance under the Inducement Plan. Generally, options vest over a four-year period. No RSUs have been issued from the Inducement Plan. The Company recorded stock-based compensation expense in the following expense categories of its accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,105 $ 1,336 $ 3,687 $ 4,147 General and administrative 1,588 1,850 5,030 5,378 $ 2,693 $ 3,186 $ 8,717 $ 9,525 Stock options During the nine months ended September 30, 2021 , there were 803,103 grants of stock options, 223,491 options forfeited, and 95,596 options exercised. The following table summarizes the activity related to stock option grants to employees and non-employees for the nine months ended September 30, 2022: Shares Weighted Weighted Balance as of December 31, 2021 6,181,335 $ 13.32 6.1 Granted 778,502 3.13 Exercised ( 49,581 ) 0.74 Forfeited ( 1,329,286 ) 13.08 Balance as of September 30, 2022 5,580,970 $ 12.08 7.7 Exercisable as of September 30, 2022 2,738,500 13.48 6.4 Vested and expected to vest as of September 30, 2022 5,580,970 $ 12.08 As of September 30, 2022 , there was $ 18.1 million in unrecognized compensation cost that is expected to be recognized over an estimated weighted-average amortization period of 2.2 years. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options for the nine months ended September 30, 2022 and 2021 was determined using the methods and assumptions discussed below: ▪ The expected term of employee options is determined using the “simplified” method, as prescribed in the SEC Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. ▪ The expected volatility was based on the historical stock volatility of several comparable publicly traded companies over a period of time equal to the expected term of the options, as we do not have sufficient trading history to use the volatility of our own common stock. ▪ The estimated annual dividend yield is 0 % because the Company has not historically paid and does not expect for the foreseeable future to pay, a dividend on its common stock. ▪ The Company is traded on the Nasdaq Global Select Market. Fair value of the underlying common stock is determined by the stock price quoted on Nasdaq. The grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 2.6 % 0.9 % Expected term (in years) 6.1 6.1 Expected volatility 72.0 % 72.6 % Annual dividend yield 0 % 0 % Fair value of common stock $ 1.96 $ 11.61 Restricted stock units During the nine months ended September 30, 2021, the Company granted no RSUs to employees. Restricted Stock Units Weighted Average Price Per Share Balance as of December 31, 2021 66,000 $ 4.80 Granted 1,023,992 3.24 Vested ( 1,907 ) 4.80 Forfeited ( 21,093 ) 4.12 Balance as of September 30, 2022 1,066,992 $ 3.32 During the quarter ended September 30, 2022, the Company granted 373,255 performance-based RSUs (PRSUs). Performance is based upon attaining specified operational metrics. The performance criteria will be measured at December 31, 2022 and March 31, 2023. The PRSUs also have service-based vesting criteria for two years after the measurement date. As of September 30, 2022, there was $ 3.4 million of unrecognized compensation cost related to unvested employee RSUs. This amount is expected to be recognized over a weighted-average period of 1.9 years. Warrants As of September 30, 2022 and December 31, 2021 , there were 203,676 warrants outstanding. During the nine months ended September 30, 2022 and 2021 , the Company granted no warrants, there were no forfeitures, or exercises. Employee stock purchase plan (ESPP) In February 2019, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (2018 ESPP). The 2018 ESPP enables eligible employees to purchase shares of the Company's common stock at the end of each six-month offering period at a price equal to 85 % of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Eligible employees generally included all employees. Offering periods begin on the first trading day of September and March of each year and end on the last trading day in February and August of each year. Share purchases are funded through payroll deductions of up to 15 % of an employee’s eligible compensation for each payroll period, or $ 25 each calendar year. During the nine months ended September 30, 2022 and 2021, there w ere 98,591 sha res and 17,889 share s issued under the 2018 ESPP, respectively. |