Stock-based Compensation | Stock Incentive Plan Effective March 13, 2023, the Company filed Form S-8 to amend the definition of "Market Value" under both the MindMed Stock Option Plan and the Performance and Restricted Share Unit Plan to be based upon the closing price of the Company's stock as traded on the Nasdaq Stock Exchange. This change is only applicable for equity compensation awards granted subsequent to the filing of the Form S-8. Accordingly, stock options granted after March 13, 2023 ("USD options") are denominated in USD, and the grant date fair value of restricted share units granted after March 13, 2023 ("USD RSUs") are denominated in USD. The fair value of both USD options and USD RSUs is based upon the closing price of the Company's stock as traded on the Nasdaq Stock Exchange. 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 terms of an arrangement agreement (the “Arrangement”) entered into by the Company on October 15, 2019 in connection with the completion of its reverse acquisition, which completed on February 27, 2020 (the “Transaction”) and is authorized to issue 15 % of the Company’s outstanding Common Shares under the terms of the Plan. The following table summarizes the Company’s stock option activity (excluding 63,600 USD options granted with an exercise price of $ 2.98 ): Number of Options Weighted Average Exercise Price (CAD$) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options outstanding at December 31, 2022 2,190,315 $ 24.29 4.1 $ 4,484 Issued — — — — Exercised — — — — Forfeited — — — — Expired ( 56,498 ) 16.52 — — Options outstanding at March 31, 2023 2,133,817 $ 24.50 4.0 $ 32,154 Options vested and exercisable at March 31, 2023 843,973 $ 26.43 3.1 $ 4,000 The expense recognized related to options during the three months ended March 31, 2023 was $ 1.7 million. Restricted Share Units The Company has adopted a Performance and Restricted Share Unit 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 Common Shares on the day prior to the grant. (CAD$) (USD$) Number of RSUs Number of RSUs Weighted Average Grant Date Fair Value Number of RSUs Weighted Average Grant Date Fair Value Balance at December 31, 2022 1,522,792 1,522,792 $ 17.75 — — Granted 1,048,930 — — 1,048,930 3.03 Vested and unissued ( 118,844 ) ( 118,844 ) 24.00 — — Cancelled — — — — — Balance at March 31, 2023 2,452,878 1,403,948 $ 17.22 1,048,930 $ 3.03 The expense recognized related to restricted share units ("RSUs") during the three months ended March 31, 2023 was $ 2.0 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 Common 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. For the three months ended March 31, 2023 stock-based compensation expense of a nominal amount 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 wer e 99,260 D DSUs vested as of March 31, 2023. The liability associated with the outstanding vested DDSU’s w as $ 0.2 millio n as of March 31, 2023 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, 2023 and 2022 was as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 1,809 $ 2,005 General and administrative 1,941 1,787 Total share-based compensation expense $ 3,750 $ 3,792 As of March 31, 2023, there was approximately $ 14.3 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees under the Company’s incentive plan that is expected to be recognized over a weighted average period of 2.4 years for CAD options, and 3.8 years for USD options. As of March 31, 2023, there was approximately $ 20.0 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the Company’s incentive plan that is expected to be recognized over a weighted average period of 2.5 years for CAD RSUs, and 4.0 years for USD RSUs. |