Stock-based Compensation | 8. STOCK-BASED COMPENSATION Stock Incentive Plan Effective March 7, 2023, the Company amended the definition of "Market Value" under both the MindMed Stock Option Plan (the “Plan”) and the Performance and Restricted Share Unit Plan (the “RSU Plan”) to be based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Market (the “Amendments”). This change is only applicable for equity compensation awards granted subsequent to the Amendments. Accordingly, stock options granted after March 7, 2023 ("USD options") are denominated in USD, and the grant date fair value of restricted share units granted after March 7, 2023 ("USD RSUs") is denominated in USD. The fair value of both USD options and USD RSUs is based upon the closing price of the Company's Common Shares as traded on the Nasdaq Stock Exchange. 2020 Plan On February 27, 2020, the Company adopted 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”). The Company 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 178,006 USD options granted with an average exercise price of $ 3.38 ): 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 ( 10,137 ) $ 25.43 — — Expired ( 56,496 ) $ 16.51 — — Options outstanding at June 30, 2023 2,123,682 $ 24.49 3.7 $ 43,161 Options vested and exercisable at June 30, 2023 1,042,480 $ 25.43 3.1 $ 4,398 The expense recognized related to options was $ 1.6 million and $ 1.9 million for the three months ended June 30, 2023 and 2022, respectively, and $ 3.3 m illion and $ 4.0 million for the six months ended June 30, 2023 and 2022, respectively . Restricted Share Units The Company adopted the 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 RSU Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The RSU 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 1,522,793 1,522,793 $ 17.75 — — Granted 1,454,965 — — 1,454,965 $ 3.12 Vested and unissued ( 345,224 ) ( 282,726 ) $ 20.84 ( 62,498 ) $ 3.03 Cancelled ( 14,174 ) ( 14,174 ) $ 16.94 — — Balance at June 30, 2023 2,618,360 1,225,893 $ 17.04 1,392,467 $ 3.12 The expense recognized related to restricted share units was $ 2.1 million and $ 2.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 4.1 m illion and $ 3.9 million for the six months ended June 30, 2023 and 2022, respectively . 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. Effective June 8, 2023, the Company amended the definition of “Fair Market Value” under the Company’s Directors’ Deferred Share Unit Plan to be based upon the closing price of the Company’s Common Shares as traded on the Nasdaq Stock Market. This change is only applicable for Directors Deferred Share Units (“DDSUs”) granted subsequent to June 8, 2023. Accordingly, DDSUs granted after June 8, 2023 are denominated in USD. 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 Nasdaq Stock Market 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 and six months ended June 30, 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 were 61,558 DDSUs vested as of June 30, 2023. The liability associated with the outstanding vested DDSU’s wa s $ 0.3 million as of June 30, 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 and six months ended June 30, 2023 and 2022 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development $ 1,769 $ 1,779 $ 3,579 $ 3,784 General and administrative 2,073 2,474 4,013 4,261 Total share-based compensation expense $ 3,842 $ 4,253 $ 7,592 $ 8,045 As of June 30, 2023, there was approxi mately $ 12.8 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees under the Plan that is expected to be recognized over a weighted average period of 2.2 years for both CAD options and USD options. As of June 30, 2023, there was approximately $ 19.1 million of total unrecognized stock-based compensation expense, related to restricted share units granted to employees under the RSU Plan that is expected to be recognized over a weighted average period of 2.2 years for CAD RSUs, and 3.6 years for USD RSUs. |