Stock-Based Compensation | 12. Stock-Based Compensation 2017 Stock Option and Grant Plan (the "Private Disc Plan") Private Disc adopted the Private Disc Plan in November 2017 reserving shares of common stock for issuance to employees, directors, and consultants. The Private Disc Plan allowed for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. Recipients of stock options or stock appreciation rights were eligible to purchase shares of Private Disc’s common stock at an exercise price equal to the estimated fair market value of such stock on the date of grant. The exercise price could have been less than fair market value if the stock award was granted pursuant to an assumption or substitution for another stock award in the event of a merger or sale of Private Disc. The maximum term of options granted under the Private Disc Plan was ten years, and stock options typically vested over a four-year period. The Board could have assigned vesting terms to the stock options grants as deemed appropriate. Private Disc also had the right of first refusal to purchase any proposed disposition of shares issued under the Private Disc Plan. As it relates to restricted stock awards, Private Disc had the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. At the discretion of the Board, unvested shares held by employees, directors and consultants could have accelerated vesting in the event of a change of control of Private Disc unless assumed or substituted by the acquirer or surviving entity. Upon completion of the merger in December 2022, the Company ceased granting awards under the Private Disc Plan. 2021 Stock Option and Incentive Plan In February 2021, Gemini adopted the 2021 Stock Option and Incentive Plan (the "2021 Plan") reserving shares of common stock to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights to employees, officers, directors and consultants. Upon approving the 2021 Plan in February 2021, Gemini ceased granting awards under its then existing 2017 Stock Option and Grant Plan (the "2017 Gemini Plan"). Incentive stock options may only be granted to employees. The 2021 Plan is administered by the plan administrator, which is the compensation committee of the Company’s board of directors, provided therein, which has discretionary authority, subject only to the express provisions of the 2021 Plan, to interpret the 2021 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. As of December 31, 2024 , 1,643,165 shares remained available for future issuance under the 2021 Plan. The exercise price of each stock option granted under the 2021 Plan is 100 % of the fair market value of the underlying stock subject to the award, determined as of the date of the grant, or such higher amount as the plan administrator may determine in connection with the grant, and the term of stock option may not be greater than ten years. The vesting and other restrictions are determined at the discretion of the plan administrator with awards generally vesting over a four-year period. 2021 Employee Stock Purchase Plan In July 2021, Gemini’s board of directors approved the 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The first offering period under the 2021 ESPP began on December 1, 2021. The number of shares of common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, starting on January 1, 2023 and continuing through January 1, 2031, in an amount equal to the least of (a) 1 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, (b) 43,055 shares of common stock, or (c) such number of shares determined by the Company’s board of directors. As of December 31, 2024 , 254,926 shares remained available for future issuance under the 2021 ESPP. 2021 Inducement Plan In February 2021, Gemini’s board of directors approved the 2021 Inducement Plan. The 2021 Inducement Plan is a non-stockholder approved stock plan under which equity awards are granted to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. From the completion of the merger through December 31, 2024, the Company had not granted awards under the 2021 Inducement Plan. As of December 31, 2024 , 161,689 shares remained available for future issuance under the plan. Out-of-Plan Inducement Grants From time to time, the Company grants equity awards to newly hired executives as a material inducement to enter into employment with the Company. These grants are made in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and are issued outside the 2021 Plan, the 2021 Inducement Plan and each of the other stock incentive plans described above. The inducement grants typically include nonqualified stock options to purchase shares of the Company's common stock, as well as restricted stock unit grants representing shares of the Company's common stock. The option awards have a ten-year term, with 25 % of the underlying shares vesting and becoming exercisable on the one-year anniversary of the date of grant, and the balance of each option award vesting in equal monthly installments over 36 months thereafter. The restricted stock unit awards vest with respect to 25 % of the underlying shares on each of the first, second, third and fourth anniversaries of the vesting date as set by the Comp any policy. The inducement grants are included in the stock option and restricted stock unit tables below. During the year ended December 31, 2024 , the Company granted 220,000 nonqualified stock options to purchase shares of the Company's common stock, and 146,664 restricted stock units under employment inducement grants. The Company made no employment inducement grants during the year ended December 31, 2023. Stock Options For purposes of calculating stock-based compensation, the Company estimates the fair value of stock options using the Black-Scholes option-pricing model. This model incorporates various assumptions, including the expected volatility, expected term, and interest rates. Prior to the merger, Private Disc lacked company-specific historical and implied volatility information. Therefore, Private Disc estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and the Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the option. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected dividend yield of 0 % is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The weighted-average assumptions used to estimate the fair value of stock options granted were as follows: Year Ended 2024 2023 Risk-free interest rate 4.00 % 4.03 % Expected term (in years) 6.35 6.88 Expected volatility 60 % 59 % Expected dividend yield 0 % 0 % Fair value per share of common stock $ 58.99 $ 43.42 The weighted-average grant date fair value of options granted in the years ended December 31, 2024 and 2023 was $ 35.36 and $ 26.54 per share, respectively. The following table summarizes stock option activity for the year ended December 31, 2024. Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2023 2,459,037 $ 13.82 7.81 $ 109,078 Granted 896,275 58.99 Exercised ( 315,266 ) 9.46 Forfeited ( 156,930 ) 40.46 Expired ( 12,752 ) 110.25 Outstanding at December 31, 2024 2,870,364 $ 26.52 7.44 $ 106,766 Exercisable at December 31, 2024 1,589,968 $ 14.72 6.47 $ 77,702 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the end of the period. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 was $ 14.5 million and $ 8.3 million, respectively. The total fair value of options vested during the years ended December 31, 2024 and 2023 was $ 10.0 million and $ 3.7 million, respectively. The tax benefit from the exercise of options eligible for a tax deduction realized during the years ended December 31, 2024 and 2023 was $ 11.0 million and $ 7.2 million, respectively. Restricted Stock Units For purposes of calculating stock-based compensation, the Company determines the fair value of the restricted stock units based on the fair value of the Company’s common stock at the time of grant. The following table summarizes restricted stock unit activity for the year ended December 31, 2024. Number of Units Weighted- Restricted stock units as of December 31, 2023 — $ — Granted 507,303 60.26 Forfeited ( 32,163 ) 63.90 Restricted stock units as of December 31, 2024 475,140 $ 60.01 Shares of Restricted Common Stock As of December 31, 2024, the Company had issued a total of 63,061 shares of restricted common stock to the founders of Private Disc pursuant to subscription agreements and to certain key employees pursuant to the Private Disc Plan at $ 0.0001 per share. The stock restrictions relate to the sale and transferability of the stock and lapse over the defined vesting period in the restricted stock agreement. The vesting period is generally contingent upon continued employment or consulting services being provided to the Company. In the event of termination, the Company had the right, but not the obligation to repurchase the unvested shares at the original purchase price. As of December 31, 2023, all awards of restricted common stock were fully vested. A summary of restricted common stock activity was as follows: December 31, 2023 Unvested at the beginning of the period 1,916 Vested ( 1,916 ) Unvested at the end of the period — Stock-Based Compensation Expense Total stock-based compensation expense recorded as research and development and selling, general and administrative expenses, respectively, for employees, directors and non-employees was as follows (in thousands): Year Ended 2024 2023 Research and development $ 7,028 $ 1,767 Selling, general and administrative 9,787 3,763 Total stock-based compensation expense $ 16,815 $ 5,530 The following table summarizes unrecognized stock-based compensation expense as of December 31, 2024. Unrecognized Expense Weighted-Average Restricted stock units $ 23,284 3.29 Stock options 28,278 2.85 Total unrecognized equity-based compensation expense $ 51,562 |