Stock-based Compensation | 9. STOCK-BASED COMPENSATION Stock Incentive Plan 2020 Plan On February 27, 2020, the Company adopted the MindMed Stock Option Plan (the “Plan”) to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement and is authorized to issue 15 % of the Company's outstanding Subordinate Voting Shares under the terms of the plan. The fair value of options issued is estimated using the Black-Scholes-Merton option pricing model on the date of grant with the following assumptions: For the For the Share price $ 1.48 - 1.78 CAD $ 3.93 - 4.21 CAD Expected volatility 97.1 % - 97.5 % 91.8 % - 99.1 % Risk-free rate 1.79 % - 2.26 % 0.29 % - 0.34 % Expected life 3.5 - 3.6 years 3.0 - 3.5 years Expected dividend yield 0 % 0 % The following table summarizes the Company’s stock option activity: Number of Options Weighted Average Exercise Price (CAD$) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding – December 31, 2021 23,093,044 $ 1.86 3.8 $ 13,610,348 Issued 8,364,320 1.53 Exercised ( 317,708 ) 0.49 365,677 Forfeited ( 183,478 ) 1.33 Expired ( 607,977 ) 2.84 Options outstanding – March 31, 2022 30,348,201 $ 1.77 4.1 $ 9,487,123 Options vested and exercisable at March 31, 2022 6,227,860 $ 1.51 4.0 $ 4,427,752 The weighted average grant date fair value of options granted during the three months ended March 31, 2022 was CAD$ 1.03 . The aggregated fair value of options vested during the three months ended March 31, 2022 was $ 3.8 million. The expense recognized related to options during the three months ended March 31, 2022 was $ 2.1 million. Restricted Share Units The Company has adopted a Performance and Restricted Share Unit (“RSU”) Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the stock on the day prior to the grant. Number of RSUs Weighted Average Grant Date Fair Value Balance December 31, 2021 9,667,217 $ 3.00 Granted 6,004,120 1.57 Vested and unissued ( 1,577,437 ) 2.86 Cancelled ( 79,598 ) 2.06 Balance March 31, 2022 14,014,302 $ 2.41 The fair market value of RSUs vested during the three months ended March 31, 2022 was $ 1.9 million. The expense recognized related to RSUs during the three months ended March 31, 2022 was $ 1.7 million. Directors' Deferred Share Unit Plan 2021 Plan On April 16, 2021 the Company adopted the MindMed Director's Deferred Share Unit Plan (the "DDSU Plan"). The DDSU Plan sets out a framework to grant non-executive directors DDSU's which are cash settled awards. The DDSU Plan states that the fair market value of one DDSU shall be equal to the volume weighted average trading price of a Subordinate Voting Share on the NEO Exchange for the five business days immediately preceding the valuation date. The DDSU's generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company. Number of DDSUs Balance December 31, 2021 456,260 Issued — Settled — Cancelled — Balance March 31, 2022 456,260 For the three months ended March 31, 2022 a reversal of less than $ 0.1 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs, recorded in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. There were 441,041 DDSUs vested as of March 31, 2022. The liability associated with the outstanding vested DDSU's was $ 0.5 million as of March 31, 2022 and was recorded to accrued expenses in the accompanying condensed consolidated balance sheets. Stock-based Compensation Expense Stock-based compensation expense for all equity arrangements for the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31, Three Months Ended March 31, 2022 2021 Research and development $ 2,005 $ 341 General and administrative 1,787 938 Total share-based compensation expense $ 3,792 $ 1,279 As of March 31, 2022, there was approximately $ 22.2 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 3.2 years. As of March 31, 2022, there was approximately $ 24.1 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 3.2 years. |