Equity-Based Compensation | 12. Equity-Based Compensation Equity Incentive Plans 2020 Stock Incentive Plan In July 2020, the Companyās stockholders approved the 2020 Plan. Under the 2020 Plan, the Company was initially authorized to issue up to 991,021 shares of common stock to the Companyās employees, officers, directors, consultants, and advisors in the form of options, restricted stock awards or other stock-based awards. The 2020 Plan is administered by the board of directors, which has the power to determine the terms of the awards agreements, including the vesting requirements, provided that generally the exercise price per share of stock options granted could not be less than 100% of the fair market value of a share of the Companyās common stock on the date of grant, and the term of stock options granted could not exceed ten years. Vesting of stock options and restricted stock is subject to the recipientās continued employment or service. The Company has the right to repurchase any unvested shares of restricted stock held by a recipient during the vesting period if the relationship between the recipient and the Company has terminated. For any awards under the 2020 Plan that expire or are terminated, surrendered, or canceled without having been fully exercised, if forfeited in whole or in part (including as the result of shares of common stock subject to such award being repurchased by the Company), the unused common stock subject to such award shall again be available for the grant of future awards. Shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future awards. Shares of common stock may be withheld to satisfy applicable federal, state or local employment tax withholding obligations related to equity awards. Upon stock option exercise, the Company issues new shares and delivers them to the participant. As of December 31, 2020, the Company had issued service-based and performance-based stock options under the 2020 Plan. Stock options issued comprise awards granted to employees, non-employees, and directors. During the year ended December 31, 2021, the Company amended its 2020 Plan to increase the common stock issuable under the 2020 Plan from 991,021 shares to 3,773,235 shares, plus up to 364,120 of additional shares of common stock equal to the number of shares of unvested restricted stock issued in exchange for incentive units as part of the Reorganization, to the extent such shares have been or will be forfeited. 2021 Stock Incentive Plan In September 2021, the Companyās board of directors adopted, and in October 2021, the Companyās stockholders approved, the 2021 Plan, which became effective on October 21, 2021, immediately prior to the effectiveness of the Companyās registration statement on Form S-1 filed with the SEC on October 1, 2021, as amended (the āRegistration Statementā). Upon effectiveness of the 2021 Plan, the Company ceased granting awards under the 2020 Plan. The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares of the Companyās common stock initially reserved for issuance under the 2021 Plan is the sum of (1) 2,654,828; plus (2) the number of shares (up to 3,967,038 shares) as is equal to the sum of (x) the number of shares of the Companyās common stock reserved for issuance under the 2020 Plan that remained available for grant under the 2020 Plan immediately prior to the effectiveness of the Registration Statement and (y) the number of shares of the Companyās common stock subject to outstanding awards whether granted under the 2020 Plan or outside of the 2020 Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right and that, prior to the effectiveness of the 2021 Plan, would have become available for issuance under the 2020 Plan; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year, commencing on January 1, 2022 and continuing until, and including, January 1, 2031, equal to the lesser of (i) 5% of the number of shares of the Companyās common stock outstanding on the first day of such fiscal year and (ii) the number of shares of common stock determined by the Companyās board of directors. Effective January 1, 2022, the number of shares reserved for issuance under the 2021 Plan increased by 1,373,447 shares. As of December 31, 2021, there were 2,349,875 shares available for future issuance under the 2021 Plan. 2021 Employee Stock Purchase Plan In September 2021, the Companyās board of directors adopted, and in October 2021, the Companyās stockholders approved the 2021 ESPP, which became effective on October 21, 2021, immediately prior to the effectiveness of the Registration Statement. The 2021 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 292,031 shares of the Companyās common stock. The number of shares of common stock reserved for issuance under the 2021 ESPP will automatically increase on each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of (i) 584,062 shares of common stock, (ii) 1% of the number of shares of the Companyās common stock outstanding on such date, and (iii) a number of shares of common stock as determined by the Companyās board of directors. Effective January 1, 2022, the number of shares reserved for issuance under the 2021 ESPP increased by 274,689 shares. As of December 31, 2021, no offering periods have commenced under the 2021 ESPP. Total Equity-Based Compensation Expense During the years ended December 31, 2021 and 2020, the Company recorded compensation expense related to incentive units, stock options and restricted common stock for employees and non-employees, which was allocated as follows in the consolidated statements of operations and comprehensive loss (in thousands): ā ā ā ā ā ā ā ā ā Year Ended December 31, ā 2021 2020 Research and development expense ā $ 1,290 ā $ 332 General and administrative expense ā 3,668 ā 964 Total equity-based compensation expense ā $ 4,958 ā $ 1,296 ā Stock Options A summary of stock option activity under the Companyās Stock Incentive Plans is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā ā ā ā Remaining ā Aggregate ā ā ā ā Weighted ā Contractual ā Intrinsic ā ā Number of ā Average ā Term ā Value ā Stock Options Exercise Price (In years) (In thousands) Outstanding as of December 31, 2020 810,358 $ 5.51 9.52 ā $ ā Granted 3,786,967 ā ā 8.93 ā Exercised (47,900) ā 5.90 ā Cancelled/forfeited (460,969) ā 6.22 ā Outstanding as of December 31, 2021 4,088,456 ā 8.59 9.13 ā $ 30,291 Exercisable as of December 31, 2021 717,562 ā 6.22 8.08 ā $ 7,019 Vested and expected to vest as of December 31, 2021 4,088,456 ā 8.59 9.13 ā $ 30,291 ā Using the Black-Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the years ended December 31, 2021 and 2020 was $6.28 per share and $3.60 per share, respectively. The Company satisfies stock option exercises with newly issued shares of common stock. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Companyās common stock for those stock options that had exercise prices lower than the fair value of the Companyās common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $0.5 million and none, respectively. The following assumptions were used in determining the fair value of options granted to employees during the years ended December 31, 2021 and 2020: ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, ā ā ā 2021 ā 2020 ā Risk-free interest rate ā ā 0.63āāā1.39 % ā 0.16āāā0.36 % Expected dividend yield ā ā 0 % ā 0 % Expected term (in years) ā ā 5.52āāā10.00 ā ā 2.25āāā6.08 ā Expected volatility ā ā 80.55āā 85.26 % ā 78.84āā 96.73 % ā The performance conditions underlying the performance-based awards are not probable of achievement as of December 31, 2021. Therefore, no compensation expense has been recorded for these awards. At December 31, 2021, total unrecognized compensation expense related to performance-based awards was insignificant. As of December 31, 2021, the Company had unrecognized equity-based compensation expense of $19.7 million related to stock options issued to employees and directors, excluding performance-based awards for which vesting is not considered probable, which is expected to be recognized over a weighted average period of 3.11 years. During the year ended December 31, 2021, the Company entered into separation agreements with two former employees. Pursuant to the separation agreements, the former employees terminated their employment with the Company and agreed to provide certain consulting services to the Company through October 15, 2021 and November 30, 2021, respectively, during which the former employeesā equity awards continued to vest. In addition, the Company extended the former employeesā periods to exercise their vested options until 90 days from the termination date of the respective consulting periods. Because the services to be performed during the consulting period were considered non-substantive, the Company concluded that the former employeesā equity awards were modified. As a result of these modifications, the Company recognized $0.2 million in equity-based compensation expense in the statement of operations and comprehensive loss during the year ended December 31, 2021. Restricted Stock A summary of the Companyās restricted stock activity and related information is as follows: ā ā ā ā ā ā ā ā Number Weighted ā ā of Shares ā Average ā ā of Restricted ā Grant Date ā Stock Fair Value Unvested as of December 31, 2020 ā 283,969 ā $ 5.51 Vested ā (103,192) ā ā 5.51 Canceled/Forfeited (70,202) ā 5.51 Unvested as of December 31, 2021 110,575 ā 5.51 ā The Company had granted 552,546 shares of common stock underlying restricted stock awards as of June 30, 2020 in connection with the Reorganization. No restricted stock awards were granted during the year ended December 31, 2021. The Company recorded equity-based compensation expense for restricted stock granted to employees, directors and non-employees of $0.5 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the aggregate fair value of the restricted stock awards that vested was $1.0 million. As of December 31, 2021, total unrecognized compensation cost related to unvested restricted stock awards was approximately $0.7 million, which is expected to be recognized over a weighted-average period of 1.76 years. Incentive Units Prior to the Reorganization, the Company periodically granted incentive units to employees, directors and non-employees. The incentive units represented a separate substantive class of equity with defined rights within the LLC Agreement then in effect. The incentive units represented profits interests in the Company, which was an interest in the increase in the value of the Company over the strike price, or threshold dollar amount, determined at the time of grant. The holder, therefore, had the right to participate in distributions of profits only in excess of the threshold dollar amount. The threshold dollar amount was based on the valuation of the Companyās common units on or around the grant date. The Company determined that incentive units issued to employees, directors and non-employees were analogous to share-based payments and, as such, the Company measured and recognized the related compensation expense in a manner consistent with its accounting policy for its other equity-based awards. Pursuant to the LLC Agreement, the board of directors established a threshold dollar amount with respect to each incentive unit grant equal to the value of each common unit, determined by the amount of distributions that the holder of such a common unit would be entitled to receive in a hypothetical liquidation of the Company on the date of issuance of such incentive unit. Incentive unit grants generally vested over a four-year period. Certain grants vested upon the achievement of specific performance based milestones. If there was a liquidation or sale of the Company or one of the Companyās subsidiaries, a fair market value analysis would have been performed to determine the value of the common unit. If the value of the common unit was to be determined to have been greater than the threshold set upon the date of grant, then the holder of the common incentive unit would have been entitled to receive proceeds from such liquidation or sale. Unvested incentive units were automatically cancelled and forfeited without any consideration upon termination of the participantās continuous service to the Company. At December 31, 2018, 3,570,000 incentive units were authorized to be granted. In June 2019, the Company amended and restated its LLC Agreement and increased the total number of incentive units authorized for issuance to 5,830,000 incentive units. In December 2019 the Company amended its LLC Agreement to increase the authorized number of incentive units available for issuance to 14,669,430. As of December 31, 2019, the Company had issued 585,777 incentive units, of which 571,712 units were outstanding. A summary of the Companyās incentive units through the date of the Reorganization was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted-average ā Weighted-average ā ā Number of ā threshold price ā fair value ā units per unit per unit Outstanding at December 31, 2019 571,712 ā $ 0.95 ā $ 1.05 Granted 512,095 ā 1.43 ā 3.61 Forfeited (2,949) ā 0.86 ā 0.57 Exchanged for restricted common stock pursuant to the Reorganization (1,080,858) ā 1.14 ā 2.28 Outstanding at December 31, 2020 ā ā ā ā The weighted average grant date fair value for incentive units granted during the year ended December 31, 2020 was $3.61 per unit. There were no incentive units granted during the year ended December 31, 2021. A summary of incentive units vested immediately prior to the date of the Reorganization is as follows: ā ā ā ā ā Number of ā ā units Vested at December 31, 2019 187,773 Vested immediately prior to the Reorganization 118,099 Vested as of the Reorganization 305,872 ā Prior to the Reorganization, the Company recorded equity-based compensation expense for incentive units granted to employees, directors and non-employees of approximately $0.2 million for the year ended December 31, 2020. The fair value of the incentive units issued was determined using a Black-Scholes option pricing model with the following assumptions (weighted-average): ā ā ā ā ā ā ā Year Ended ā ā ā December 31, ā ā 2020 ā Grant date price per common unit ā $ 4.47 ā Threshold price per incentive unit ā $ 1.43 ā Risk-free interest rate ā 0.74 % Expected dividend yield ā 0.00 % Expected term (years) ā 6.0 ā Expected volatility ā 69.30 % ā Reorganization Pursuant to the Reorganization, outstanding vested and unvested incentive units of Xilio Therapeutics LLC were converted into restricted stock awards in Xilio Therapeutics, Inc. based upon a determined conversion ratio. The restricted common stock awards in Xilio Therapeutics, Inc. were issued with the same vesting terms as the vested and unvested incentive units held immediately prior to the Reorganization. An aggregate of 552,546 shares of restricted common stock were issued to holders of incentive units in connection with the Reorganization. The Company accounted for the exchange of incentive units in Xilio Therapeutics LLC for restricted common stock of Xilio Therapeutics, Inc. as a modification in accordance with the requirements of ASC Topic 718. Accordingly, the Company determined the fair value of the replacement awards was less than the fair value of the incentive units exchanged in connection with the Reorganization and therefore no incremental compensation expense will be recognized related to the modification. As the vesting and service period of the replacement awards did not change from the originally issued incentive awards, the Company will continue to recognize the grant date fair value of the incentive units as compensation expense over the remaining vesting period. |