Stock-Based Compensation | Note 8—Stock-Based Compensation On July 1, 2020, the Company’s board of directors approved the 2020 Equity Incentive Plan (“Existing Plan”) which permits the granting of incentive stock options, non-statutory stock options, stock appreciation rights, RSAs, RSUs and other stock-based awards to employees, directors, officers and consultants. As of September 16, 2020, the approval date of the New Plan (as defined below), no additional awards will be granted under the Existing Plan. The terms of the Existing Plan will continue to govern the terms of outstanding equity awards that were granted prior to approval of the New Plan. On September 16, 2020, the Company’s stockholders approved the 2020 Stock Incentive Plan (“New Plan”), which became effective upon the execution of the underwriting agreement in connection with the IPO. The number of shares of common stock reserved for issuance under the New Plan automatically increases on January 1 of each year, for a period of ten years , from January 1, 2021 continuing through January 1, 2030 , by 5 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. On January 1, 2023, the Company’s board of directors increased the number of shares of common stock reserved for issuance under the New Plan by 3,160,375 shares. Furthermore, on September 16, 2020, the Company’s stockholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective upon the execution of the underwriting agreement in connection with the IPO. The maximum number of shares of common stock that may be issued under the ESPP will not exceed 362,000 shares of common stock, plus the number of shares of common stock that are automatically added on January 1st of each year for a period of up to ten years , commencing on the first January 1 following the IPO and ending on (and including) January 1, 2030 , in an amount equal to the lesser of (i) one percent ( 1.0 %) of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, and (ii) 724,000 shares of common stock. No shares were added to the ESPP in 2021. On January 1, 2022 and 2023, the Company’s board of directors increased the number of shares of common stock reserved for issuance under the ESPP by 384,739 and 632,075 respectively. The Company has issued 108,993 shares of common stock under the ESPP as of March 31, 2023. The number of shares available for grant under the Company's incentive plans were as follows: Existing New Plan Plan Total Available for grant - December 31, 2022 — 1,067,682 1,067,682 Plan adjustments and amendments ( 667,828 ) 3,828,203 3,160,375 Grants — ( 1,597,604 ) ( 1,597,604 ) Forfeitures 667,828 1,936,143 2,603,971 Available for grant - March 31, 2023 — 5,234,424 5,234,424 Stock Options For the three months ended March 31, 2023, 1,043,371 shares of common stock under the New Plan were awarded with a weighted-average grant date fair value per sh are of $ 0.85 . The stoc k options vest over four years and have a ten-year contractual term. The following weighted-average assumptions were used to estimate the fair value of time-based vesting stock options that were granted during the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.46 % 1.91 % Expected dividend yield — — Expected term (in years) 6.1 6.1 Expected volatility 81 % 76 % The following table summarizes time-based vesting stock option activity, during the three months ended March 31, 2023: Weighted Weighted Average Aggregate Average Remaining Intrinsic Stock Exercise Contractual Value Options Price Life (in years) (in thousands) Outstanding at December 31, 2022 6,158,078 $ 11.84 8.9 $ 62 Options granted 1,043,371 1.18 — — Options cancelled or forfeited ( 1,765,389 ) 11.50 — — Options expired ( 123,198 ) 24.00 — — Outstanding at March 31, 2023 5,312,862 $ 9.58 8.2 $ — Options exercisable at March 31, 2023 1,401,840 $ 22.18 4.6 $ — The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the Company’s common stock at the respective reporting date and the exercise price of the stock options. As of March 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $ 12.6 million, which the Company expects to recognize over a weighted-average period of approximately 2.6 y ears. No stock options were exercised during the period. Performance and Market-based Stock Options In February 2023, the Company issued 140,468 stock options to employees under the New Plan that contain a combination of performance and market-based vesting conditions, subject to continued employment through each anniversary and achievement of the market and performance conditions. The grant date fair value of the stock options that contain performance and market-based vesting conditions was not material. As of March 31, 2023, 116,690 of the performance and market-based options were outstanding, and no options vested during the period. Restricted Stock Units In February 2023, the Company issued 81,236 RSUs to employees under the New Plan. T he RSUs are subject to a service-based vesting condition. The service-based RSUs vest in equal annual installments over a four-year period. The Company at any time may accelerate the vesting of the RSUs. Such shares are not accounted for as out standing until they vest. As of March 31, 2023, the total unrecognized compensation related to unvested RSUs granted was $ 3.3 million which is expected to be amortized on a straight-line basis over a weighted-average period of approximately 1.3 years. The Company's default tax withholding method for RSUs is the sell-to-cover method, in which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the RSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities. In March 2023, the Company issued 251,296 RSUs to RA Session II, the former President and Chief Executive officer of the Company in connection with his resignation from the Company and Board of Directors. The RSUs vested immediately. The Company’s RSU activity for the three months ended March 31, 2023 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at December 31, 2022 1,257,844 $ 6.52 Restricted units granted 332,532 1.06 Vested ( 251,296 ) 1.02 Cancelled or forfeited ( 658,343 ) 5.18 Nonvested at March 31, 2023 680,737 $ 7.18 Performance and Market-based Restricted Stock Units In February 2023, the Company issued 81,233 RSUs to employees under the New Plan that contain a combination of performance and market-based vesting conditions, subject to continued employment through each anniversary and achievement of market and performance conditions. The grant date fair value of the RSUs that contain performance and market-based vesting conditions was not material. As of March 31, 2023, 69,344 of the performance and market-based RSUs were outstanding and no RSUs vested during the period. Restricted Stock Awards RA Session II, the Company’s former President and Chief Executive Officer, was awarded 769,058 RSAs under the Existing Plan on July 1, 2020, which are expected to vest over a three-year term, subject to continuous employment. The fair value of these RSAs at the grant date of July 1, 2020 was $ 5.28 per share. On March 2, 2023, Mr. Session resigned from the Board of Directors, therefore cancelling any unvested tranches. The Company’s RSA activity for the three months ended March 31, 2023 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at December 31, 2022 85,494 $ 5.28 Restricted stock granted — — Vested ( 64,120 ) 5.28 Cancelled or forfeited ( 21,374 ) 5.28 Nonvested at March 31, 2023 — $ — Employee Stock Purchase Plan In February 2022, the Company’s board of directors authorized the first offering under the ESPP. Under the ESPP, eligible employees may purchase shares of Taysha common stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15 % of the employee’s compensation and employees may not purchase more than 1,800 of shares of Taysha common stock during any offering period. During the three months ended March 31, 2023 and 2022, stock-based compensation expense related to the ESPP was not material. The following table summarizes the total stock-based compensation expense for the stock options, ESPP, RSAs and RSUs recorded in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022 (in thousands): For the Three Months Ended March 31, 2023 2022 Research and development expense $ ( 263 ) $ 2,577 General and administrative expense 1,938 2,752 Total $ 1,675 $ 5,329 |