Share-Based Compensation | Note 8. Share-Based Compensation The Company has four Share-based payment plans and one restricted share award in place as at June 30, 2024: • The Company’s Long-Term Incentive Plan (the “Plan”); • The Company’s Supplementary Long-Term Incentive Plan (the “Supplementary Plan”); • The Company’s Rollover Option Plan (the “Rollover Plan,”); • The Company's Inducement Plan (the “Inducement Plan,” together with the Plan, the Supplementary Plan and the Rollover Plan, the “Plans”); and • Chief Executive Officer Restricted Share Award. The Plans The Plans are equity-settled, and the Company may grant various forms of equity awards, including the granting of options to purchase Ordinary Shares (“Company Options”) and restricted stock units (“RSUs”), pursuant to the Plans. In total, as of June 30, 2024 a maximum of 22,049,356 Ordinary Shares may be reserved for issuance pursuant to the Plans. The number of Ordinary Shares reserved for grant under the Plan will increase annually on January 1 of each calendar year by 5 % of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Company's Board of Directors. The contractual term is 10 years from grant date for options granted under the Plans. In general, each Company Option has a four-year vesting period with 25 % vesting after one year and the remaining 75 % vesting in equal monthly installments over the next following three years . The changes for the six months ended June 30, 2023 in the number of Company Options outstanding related to Ordinary Shares and their related weighted average exercise prices are as follows: Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2023 15,783,509 $ 7.98 Granted 4,541,148 $ 13.61 Exercised ( 546,403 ) $ 1.27 Outstanding as at June 30, 2024 19,778,254 $ 9.45 8.5 195,399 Options exercisable as at June 30, 2024 6,888,620 $ 6.01 7.8 90,930 The weighted average grant date fair value of Company Options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 6.30 , and $ 4.86 per option for options granted during the six months ended June 30, 2024 and 2023, respectively. The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of Company Options exercised during the six months ended June 30, 2024 and 2023 was $ 8.0 million and $ 0.1 million, respectively. Weighted average assumptions used to apply this pricing model were as follows: Six months ended June 30, 2024 2023 Expected life (years) 6.1 6.1 Risk-free rate 3.9 % 3.9 % Volatility 41.4 % 38.4 % Dividend yield 0.0 % 0.0 % Expected Term The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). The Company utilizes this method due to lack of historical exercise data and the plain-vanilla nature of the Company’s stock-based awards. Expected Volatility Since the Company was privately held through November 2022, it alone does not have sufficient relevant company-specific historical data to support its expected volatility alone. In prior periods, due to the insufficiency of historical volatility data on the Company’s own securities, the expected volatility input was determined using comparable companies alone. Beginning on January 1, 2024 expected volatility input was determined using a weighted average calculation considering the volatility of the Company’s own securities and the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. Initially, the volatility of the Company’s Ordinary Shares is assigned a weighting of 10 %. This weighting will be increased by 5 % per calendar quarter until the expected volatility input is based entirely on the historical volatility of the Company’s Ordinary Shares. For purposes of identifying comparable companies, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the Company Option. Expected Dividend The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Ordinary Shares. Share-based compensation is classified in the consolidated statement of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, (in thousands of USD) 2024 2023 2024 2023 Research and development expenses 2,992 3,730 6,471 8,219 Selling, general and administrative expenses 5,298 1,828 9,737 4,955 Total 8,290 5,558 16,208 13,174 As of June 30, 2024, there was $ 37.7 million of unrecognized compensation cost related to Company Options that have not yet vested. These costs are expected to be recognized over a weighted average period of 3.2 years until fully vested. Restricted Stock Units As at June 30, 2024 and December 31, 2023, the Company had allocated 143,002 Earnout Shares to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period. These Earnout Shares will be delivered in the form of awards of RSUs granted pursuant to the Plan to such Participating Optionholders who are at the time of achievement of such milestone still providing services to the Company. The development milestone consists of the achievement and public announcement of positive Phase 3 data for each of the Company’s BROADWAY clinical trial and BROOKLYN clinical trial at any time during the period beginning on November 22, 2022 and ending on the date that is five years after such date. There is no impact on these financial statements with respect to these RSUs due to the uncertainty of achieving the clinical development milestone. Chief Executive Officer Restricted Share Award In July 2021, the Company's chief executive officer, Michael Davidson, M.D., paid the fair market value of the underlying Ordinary Shares (in aggregate $ 838,806 ) when he made an investment in restricted shares issued through Depositary Receipts. The total fair value of these equity-settled share-based payment awards amounts to nil and there will be no expenses recognized in the income statement. This award had a four year vesting period with 25 % vesting on August 1, 2021 and the remaining 75 % vesting in equal monthly installments over the following three years . In connection with the award arrangement, if Dr. Davidson leaves the Company, all unvested Ordinary Shares will be cancelled against payment by the Company to him of the lower of the (i) the purchase price paid and (ii) the fair market value of such Ordinary Shares at the time of forfeiture. In order to reflect the consideration paid and the possibility that the Ordinary Shares would be repurchased if Dr. Davidson becomes a “Good Leaver” (as such term is defined in the award agreement) during the vesting period, the Company has recognized the consideration as a financial liability until the award has fully vested, at which time it will be reclassified to equity provided that Dr. Davidson remains with the Company. This liability is measured at the lower of (i) the purchase price paid and (ii) the fair market value of the Ordinary Shares at the end of the reporting period. The liability for unvested Ordinary Shares as at June 30, 2024 and December 31, 2023 amounted to $ 0.0 million and $ 0.1 million, respectively. For the six months ended June 30, 2024, the movements in the number of Ordinary Shares outstanding are as follows: Outstanding as at December 31, 2023 608,779 Granted/purchased during the period — Outstanding as at June 30, 2024 608,779 As of June 30, 2024 and December 31, 2023, a total of 596,096 and 519,999 Ordinary Shares had vested, respectively. |