Stock-Based Compensation | Note 6—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. On July 1, 2020, 3,529,412 shares of common stock were authorized for issuance under the Existing Plan. On September 16, 2020, the Company increased the number of shares of common stock authorized for issuance under the Existing Plan to 3,845,294. 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. Initially, the number of shares available for future issuance under the New Plan was the sum of (1) 3,390,168 new shares of common stock, (2) 209,841 remaining shares of common stock reserved under the Existing Plan that became available for issuance upon the effectiveness of the New Plan and (3) the number of shares of common stock subject to outstanding awards under the Existing Plan when the New Plan became effective that thereafter expire or are forfeited, canceled, withheld to satisfy tax withholding or to purchase or exercise an award, repurchased by the Company or are otherwise terminated . The number of shares of common stock reserved for issuance under the New Plan automatically increase s 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, 2021 , the Company’s board of directors increased the number of shares of common stock reserved for issuance under the New Plan by 1,434,934 shares. On January 1, 2022 , the Company’s board of directors increased the number of shares of common stock reserved for issuance under the New Plan by 1,923,697 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, the Company’s board of directors increased the number of shares of common stock reserved for issuance under the ESPP by 384,739. The Company has issued 73,073 shares of common stock under the ESPP as of September 30, 2022. Stock Options On July 1, 2020, options to purchase 2,896,782 shares of common stock under the Existing Plan were awarded to certain employees and consultants of the Company with an exercise price per share of $0.80, which were expected to vest over a four-year four-year Compensation – Stock Compensation For the three months ended September 30, 2022, no shares of common stock under the New Plan were awarded. For the nine months ended September 30, 2022, 2,679,952 shares of common stock under the New Plan were awarded with a weighted-average grant date fair value per share of $4.21. The stock options vest over one to four years and have a ten-year The following weighted-average assumptions were used to estimate the fair value of stock options that were granted during 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 Risk-free interest rate — 1.02 % 2.16 % 0.83 % Expected dividend yield — — — — Expected term in years — 6.1 6.1 6.0 Expected volatility — 75 % 76 % 75 % The following table summarizes stock option activity, during the nine months ended September 30, 2022: Weighted Weighted Average Aggregate Average Remaining Intrinsic Stock Exercise Contractual Value Options Price Life (in years) (in thousands) Outstanding at December 31, 2021 3,649,962 $ 24.13 9.2 $ — Options granted 2,679,952 6.24 — $ — Options cancelled or forfeited (1,684,140 ) 15.38 — $ — Options expired (98,041 ) 24.72 — $ — Outstanding at September 30, 2022 4,547,733 $ 16.82 8.6 $ — Vested and expected to vest at September 30, 2022 4,547,733 $ 16.82 8.6 $ — Options exercisable at September 30, 2022 1,199,900 $ 24.86 7.5 $ — The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the Company’s common stock as of September 30, 2022 and the exercise price of the stock options. As of September 30, 2022, the total unrecognized compensation related to unvested stock option awards granted was $29.2 million, which the Company expects to recognize over a weighted-average period of approximately 2.9 years. No stock options were exercised during the period. Restricted Stock Units On September 2, 2020, the Company issued 331,121 RSUs to an employee under the Existing Plan; 25% of the shares of common stock underlying the RSUs vest at each anniversary over a four-year As of September 30, 2022, the total unrecognized compensation related to unvested RSUs granted, including the remaining compensation cost associated with the RSUs granted on September 2, 2020 in exchange for the Cancelled Options, was $7.5 million which is expected to be amortized on a straight-line basis over a weighted-average period of approximately 1.7 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. The Company’s RSU activity for the nine months ended September 30, 2022 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at December 31, 2021 1,886,765 $ 6.52 Restricted units granted — — Vested (628,921 ) 6.52 Cancelled or forfeited — — Nonvested at September 30, 2022 1,257,844 $ 6.52 Restricted Stock Awards RA Session II, the Company’s 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 The Company’s RSA activity for the nine months ended September 30, 2022 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at December 31, 2021 341,975 $ 5.28 Restricted stock granted — — Vested (192,361 ) 5.28 Nonvested at September 30, 2022 149,614 $ 5.28 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 nine months ended September 30, 2022, stock-based compensation expense related to the ESPP was not material. During the nine months ended September 30, 2022, $0.2 million of stock-based compensation expense was capitalized as part of construction in process (see Note 3). 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, net of the amounts capitalized, for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Research and development expense $ 2,001 $ 2,305 $ 5,894 $ 6,098 General and administrative expense 2,469 2,781 8,046 7,131 Total $ 4,470 $ 5,086 $ 13,940 $ 13,229 |