STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION In January 2020, Legacy EQRx’s board of directors and stockholders adopted the 2019 Stock Option and Grant Plan (the “2019 Plan”), which was assumed in the Business Combination. On December 16, 2021, the Company’s board of directors and the stockholders adopted the 2021 Option Grant and Incentive Plan (the “2021 Plan”), which became effective upon the closing of the Business Combination. The 2021 Plan provides for the issuance of incentive stock options or non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units, or any combination of the foregoing to employees, board members, consultants and advisors. Upon completion of the Business Combination, the Company ceased issuing awards under the 2019 Plan. The total number of shares of Common Stock that may be issued under the 2021 Plan was 59,353,357 at plan adoption (“Share Reserve”). The 2021 Plan provides that the Share Reserve will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of Common Stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation and Talent Development Committee (the “Annual Increase”). Share limits under the 2021 Plan are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The shares of Common Stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under each of the 2021 Plan and the 2019 Plan will be added back to the Share Reserve. As of June 30, 2022, 64,743,156 shares remain available for future grant under the 2021 Plan. Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Research and development $ 3,632 $ 319 $ 7,473 $ 541 General and administrative 6,356 697 15,421 1,259 Total stock-based compensation $ 9,988 $ 1,016 $ 22,894 $ 1,800 Stock Options A summary of stock option activity for employee and nonemployee awards during the six months ended June 30, 2022 is presented below: Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Exercise Term (in Options Price (years) thousands) Outstanding at December 31, 2021 21,624,447 $ 3.39 9.22 $ 82,038 Granted 21,548,533 Exercised (372,285) Cancelled/forfeited (2,399,951) Outstanding at June 30, 2022 40,400,744 $ 3.35 9.22 $ 70,663 Vested at June 30, 2022 6,896,016 $ 2.35 8.76 $ 17,028 Vested and expected to vest at June 30, 2022 40,400,744 $ 3.35 9.22 $ 70,663 The fair value of each stock option was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Six months ended June 30, 2022 2021 Risk-free interest rate 2.08 % 0.91 % Volatility 65 % 65 % Dividend yield 0.00 % 0.00 % Expected term (years) 6.0 6.0 The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2022 and 2021 was $2.01 and $1.88 per share, respectively. The fair value of options that vested during the six months ended June 30, 2022 and 2021 was $8.5 million and $0.5 million, respectively. The aggregate intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by employees to exercise the option) during the six months ended June 30, 2022 was $1.1 million. There were no options exercised during the six months ended June 30, 2021. As of June 30, 2022, there was $68.7 million of total unrecognized compensation expense related to unvested stock options that the Company expects to recognize over a remaining weighted-average period of 3.2 years. Restricted Common Stock As of June 30, 2022, the Company had issued a total of: (i) 5,603,522 shares of restricted Common Stock to employees and advisors of the Company under the 2019 Plan; (ii) 627,000 shares of restricted Common Stock to a strategic partner outside of the 2019 Plan as partial compensation for future services; and (iii) 34,865,902 shares of restricted Common Stock to its founders, employees and advisors outside of the 2019 Plan. All shares of restricted Common Stock were issued subject to restricted stock purchase agreements between the Company and each purchaser. Pursuant to the restricted stock purchase agreements, the Company, at its discretion, has the right to repurchase unvested shares if the holder’s relationship with the Company is terminated at the lesser of the original purchase price of the shares, or the fair value of the shares at the time of repurchase. The restricted shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding until the repurchase right lapses and the shares are no longer subject to the repurchase feature. A summary of the Company’s restricted Common Stock activity and related information during the six months ended June 30, 2022 is as follows: Weighted- Average Number of Grant Date Shares Fair Value Unvested restricted common stock at December 31, 2021 18,263,118 $ 0.22 Granted — Forfeited — Vested (4,335,708) 0.17 Unvested restricted common stock at June 30, 2022 13,927,410 0.23 As of June 30, 2022, there was $1.9 million of total unrecognized compensation expense related to unvested restricted Common Stock that the Company expects to recognize over a remaining weighted-average period of 2.6 years. Earn-Out Shares Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC 718. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period using the accelerated attribution method with a credit to additional paid-in-capital. The fair value of the Earn-Out Shares accounted for under ASC 718 was $43.4 million at the Closing Date. The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the six months ended June 30, 2022: Weighted- Average Grant Date Fair Value Number of Shares Per Share Outstanding at December 31, 2021 7,653,215 $ 5.67 Granted — — Forfeited (193,779) 5.67 Outstanding at June 30, 2022 7,459,436 5.67 During the three and six months ended June 30, 2022, the Company recognized $4.7 million and $12.8 million, respectively, of stock-based compensation expense associated with the Earn-Out Shares. As of June 30, 2022, unrecognized compensation costs related to the Earn-Out Shares was $12.7 million and is expected to be recognized over a weighted-average period of 1.4 years. |