Share-based Compensation | Share-based Compensation As at June 30, 2023 the Company had the following share-based compensation arrangements: a. Restricted Founder Shares (as defined below) – created in April 2021 by MoonLake AG; b. The Employee Share Participation Plan (“ESPP”) – created in July 2021 by MoonLake AG; c. The Employee Stock Option Plan (“ESOP”) – created in July 2021 by MoonLake AG; d. MoonLake Immunotherapeutics 2022 Equity Incentive Plan – created in April 2022 by MoonLake Immunotherapeutics. The purpose of the arrangements is to attract and retain the best available personnel and to provide participants with additional incentive to increase their efforts on behalf and in the best interest of the Company and its subsidiaries. As a result of the Business Combination, the Company has adjusted the share numbers related to the Restricted Founder Shares and Common Shares (under the ESPP and ESOP) prior to the Business Combination by the Exchange Ratio. The assumptions used in the valuation of the awards granted prior to the Closing have not been adjusted. The reference to “Common Shares” refers to shares in MoonLake AG. MoonLake AG's compensation plans are settled with Common Shares, and with a number of Class C Ordinary Shares determined by multiplying the number of Common Shares by the Exchange Ratio. The owners of Common Shares have the right to exchange their Common Shares for a number of Class A Ordinary Shares derived using the Exchange Ratio. In the event MoonLake AG shareholders elect to exchange their Common Shares, such MoonLake AG shareholder forfeits a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued (refer to Note 11 — Shareholders’ Equity (Deficit) - Class C Ordinary Shares ). For the three and six months ended June 30, 2023, the Company has recognized an increase in equity in the condensed consolidated balance sheet, and share-based compensation expense in the condensed consolidated statement of operations of $1.5 million and $4.1 million, respectively. The share-based compensation expense was driven by the following share-based compensation plans and programs: Compensation Plan Three months ended June 30, 2023 Three months ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 MoonLake AG Restricted Founder Shares $ 364,218 $ 1,197,953 $ 1,574,300 $ 2,408,035 ESPP 771,313 1,056,516 1,828,267 1,749,194 ESOP 171,058 114,615 359,297 200,726 MoonLake Immunotherapeutics 2022 Equity Incentive Plan 191,072 115,139 312,984 115,139 Total share-based compensation expense $ 1,497,661 $ 2,484,223 $ 4,074,848 $ 4,473,094 Of which: included in research and development expense 301,104 138,037 888,098 218,930 Of which: included in general and administrative expense 1,196,557 2,346,186 3,186,750 4,254,164 As of June 30, 2023, 22,756 treasury shares (the equivalent of 765,482 Class C Ordinary Shares) and 13,408 Common Shares (the equivalent of 451,028 Class C Ordinary Shares) issuable from the authorized conditional capital shares remain available for future grants under the ESPP and the ESOP by MoonLake AG. MoonLake AG - Restricted Founder Shares On April 28, 2021, the shareholders’ agreement between the co-founders, the Series A investors and MoonLake AG imposed a reverse vesting condition on 90% of the total 110,000 Common Shares (the equivalent of 3,700,257 Class C Ordinary Shares) held by each of the three co-founders. Therefore, 99,000 Common Shares (the equivalent of 3,330,231 Class C Ordinary Shares) held by each of the co-founders were subject to these restrictions and considered unvested (the “Restricted Founder Shares”). The Restricted Founder Shares vested on the 28th of each month at a rate of 4.166% over a period of two years until April 28, 2023. If, before the end of the vesting period, the contractual relationship of the relevant co-founders was terminated, MoonLake AG in first priority, or any third party designated by it, and the other shareholders in second priority pro rata to their shareholdings, would have had an option to purchase all or a pro rata portion of the shares of the leaver that were unvested on the day the termination became effective at nominal value of CHF 0.10 (equivalent of $0.0001) per share. The assumptions used in the valuation of the Restricted Founder Shares awarded are summarized below: Grant date 4/28/2021 Estimated fair value per share of Restricted Founder Shares on the grant date ($) (1) 49 Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders of MoonLake AG ($) (2) 336.39 Purchase price (CHF) 0.10 (1) MoonLake AG estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer to Note 9 of MoonLake AG's audited consolidated financial statements for the year ended December 31, 2021, as filed by Helix Acquisition Corp. together with its revised definitive proxy soliciting materials with the SEC on March 4, 2022. (2) MoonLake AG estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Grants awarded Program Restricted Founder Shares Awards unvested at January 1, 2022 4,440,308 Awards vested for the six months ended June 30, 2022 (1,665,116) Awards unvested at June 30, 2022 2,775,192 Awards unvested at January 1, 2023 1,110,078 Awards vested for the six months ended June 30, 2023 (1,110,078) Awards unvested at June 30, 2023 — Employee Share Participation Plan (ESPP) 2021-2025 - MoonLake AG The ESPP grants will vest 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, the awards can be deemed forfeited by MoonLake AG if certain conditions are met. Awards feature an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that results in the proposed acquirer holding more than 50% of the then issued share capital of MoonLake AG or the Company, as the case may be, where all the outstanding awards (whether currently outstanding or granted in the future) will be deemed fully vested. For awards made after September 30, 2021, the Closing between MoonLake AG and Helix Acquisition Corp. ("Helix") does not qualify as a Change of Control. ESPP 2021 Assumptions for the awards issued during the six months ended June 30, 2022 Grant dates 01/18/2022 Estimated fair value per share of Common Shares on the grant date ($) (1) 336.39 Purchase price (CHF) 0.10 (1) MoonLake AG estimated the fair value of the Common Shares by dividing the Company Enterprise Value ($360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196). Grants awarded Program ESPP Awards issued as of January 1, 2022 1,060,561 Additional awards granted for the six months ended June 30, 2022 1,177,354 Awards issued as of June 30, 2022 2,237,915 Of which vested at June 30, 2022 — Awards issued as of January 1. 2023 2,237,915 Additional awards granted for the six months ended June 30, 2023 — Awards issued as of June 30, 2023 2,237,915 Of which vested at June 30, 2023 1,452,115 As of June 30, 2023, MoonLake AG had $7.7 million of total unrecognized compensation expense related to the ESPP that will be recognized over the weighted average period of 2.55 years. Employee Stock Option Plan (ESOP) 2021-2025 - MoonLake AG The ESOP grants will vest 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, options can be deemed forfeited by MoonLake AG if certain conditions are met. Awards feature an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that results in the proposed acquirer holding more than 50% of the then issued share capital of MoonLake AG or the Company, as the case may be, where all the outstanding awards (whether currently outstanding or granted in the future) will be deemed fully vested. For awards made after September 30, 2021, the Closing between MoonLake AG and Helix does not qualify as a Change of Control. ESOP 2021 Weighted average assumptions for the awards issued during the six months ended June 30, 2022 Grant dates 05/01/2022, 06/22/2022 Estimated fair value of the option on the grant date using Black-Scholes model ($) 4.21 Exercise price (USD) 3.64 Expected term of the award on the grant date (years) (1) 6 Expected volatility of the share price (2) 75% Risk-free interest rate (3) 3% Expected dividend rate 0% (1) The expected term represents the period that share-based awards are expected to be outstanding. (2) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Weighted average assumptions for the awards issued during the six months ended June 30, 2023 Grant dates 01/01/2023, 04/24/2023 Estimated fair value of the option on the grant date using Black-Scholes model ($) 8.48 Exercise price (USD) 12.51 Expected term of the award on the grant date (years) (1) 6 Expected volatility of the share price (2) 75% Risk-free interest rate (3) 3% Expected dividend rate 0% (1) The expected term represents the period that share-based awards are expected to be outstanding. (2) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Grants awarded Program ESOP Awards issued as of January 1, 2022 224,033 Additional awards granted for the six months ended June 30, 2022 242,737 Awards issued as of June 30, 2022 466,770 Of which exercisable at June 30, 2022 — Awards issued as of January 1, 2023 466,770 Additional awards granted for the six months ended June 30, 2023 55,100 Awards issued as of June 30, 2023 521,870 Of which exercisable at June 30, 2023 186,593 MoonLake Immunotherapeutics 2022 Equity Incentive Plan On April 5, 2022 (the “Effective Date”) the Company created the “MoonLake Immunotherapeutics 2022 Equity Incentive Plan” (the “Equity Incentive Plan”) to promote and closely align the interests of employees, officers, non-employee directors and other service providers of MoonLake Immunotherapeutics and its shareholders by providing share-based compensation and other performance-based compensation. The Equity Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock units, restricted stock and other share-based awards and for incentive bonuses, which may be paid in cash, Common Shares or a combination thereof, as determined by the compensation committee of the board of directors or such other committee as designated by the board of directors to administer the Equity Incentive Plan. The Equity Incentive Plan shall remain available for the grant of awards until the 10th anniversary of the Effective Date. Weighted average assumptions for the awards issued during the six months ended June 30, 2022 Grant dates 04/06/2022 Estimated fair value of the option on the grant date using Black-Scholes model ($) 8.25 Exercise price (CHF) 12.25 Expected term of the award on the grant date (years) (1) 6 Expected volatility of the share price (2) 75% Risk-free interest rate (3) 3% Expected dividend rate - (2) The expected term represents the period that share-based awards are expected to be outstanding. (3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Weighted average assumptions for the awards issued during the six months ended June 30, 2023 Grant dates 06/08/23 Estimated fair value of the option on the grant date using Black-Scholes model ($) 19.92 Exercise price (CHF) 29.18 Expected term of the award on the grant date (years) (1) 6 Expected volatility of the share price (2) 75% Risk-free interest rate (3) 4% Expected dividend rate 0 (1) The expected term represents the period that share-based awards are expected to be outstanding. (2) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. Grants awarded Program MoonLake Immunotherapeutics 2022 Equity Incentive Plan Awards issued as of January 1, 2022 — Additional awards granted for the three months ended June 30, 2022 180,000 Awards issued as of June 30, 2022 180,000 Of which exercisable at June 30, 2022 — Awards issued as of January 1, 2023 180,000 Additional awards granted for the six months ended June 30, 2023 56,485 Awards issued as of June 30, 2023 236,485 Of which exercisable at June 30, 2023 60,000 |