Share-Based Payments | 2 3 SHARE-BASED PAYMENTS On July 19, 2016, the shareholders of the Company approved the adoption of the 2016 equity incentive plans (the “2016 Plan”) for the purpose to secure and retain employees, directors and consultants of the Company (the “Eligible Persons”), provide incentives for them to exert maximum efforts for the success of the Company and any affiliate and provide means by which the Eligible Persons may benefit from increases in value of the ordinary shares of the Company. The 2016 Plan provides for the grant of the following types of share awards: (i) restricted share awards, (ii) share options, (iii) share appreciation rights, (iv) restricted share unit awards, and (v) other share awards. The overall limit on the number of underlying shares which may be delivered pursuant to all awards granted under the 2016 Plan is 337,225,866 and 337,225,866 ordinary shares of the Company as of December 31, 2022 and June 30, 2023, respectively, subject to any adjustments for other dilutive issuances. In connection with the Business Combination, immediately prior to the closing, the Board terminated the 2016 Equity Incentive Plan, and the Board adopted the Apollomics Inc. 2023 Incentive Award Plan (the “Incentive Plan”), which became effective as of the closing. The Company expects to use equity-based awards to promote the Company’s interest by providing its executives with the opportunity to acquire equity interests as an incentive for their remaining in the Company’s service and aligning their interests with those of the Company’s equity holders. The 2023 Incentive Plan allows the Company to make equity and equity-based incentive awards to officers, employees, non-employee of the interests of such individuals with the Company’s interests and the interests of its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company and its affiliates. During the six months ended June 30, 2022 and 2023, the Company had issued restricted share awards and share options to the Eligible Persons and no share appreciation rights, restricted share unit awards or other share awards were granted under the 2016 Plan by the Company. Restricted share awards All the restricted shares shall be subject to repurchase at the option by the Company at the subscription price paid by Eligible Persons upon voluntary or involuntary termination of his employment with the Company (the “Repurchase Option”). The Repurchase Option shall be exercised by the Company and/or the designees of the Company as to the number of unreleased shares, within sixty days The aforesaid arrangement has been accounted for as share-based payment transactions. Accordingly, the Group measured the fair value of the unvested restricted shares as of the grant date and is recognizing the amount as compensation expense over the vesting period for each separately vesting portion of the unvested restricted shares. The subscription price received by the Group in relation to the unvested restricted shares that are subject to the Repurchase Option held by the Company have been recognized as financial liabilities arising from unvested restricted shares as disclosed in Note 20. The total expense recognized in the consolidated statements of profit or loss and other comprehensive loss for the restricted shares granted are approximately US$36 thousand and US$39 thousand, for the six months ended June 30, 2022 and 2023, respectively. The following table summarized the Group’s restricted shares movement during the six months ended June 30, 2022 and 2023: 2023 2022 Number of unvested Number of unvested Outstanding as of January 1, 496,752 1,009,724 Vested (496,752 ) (512,972 ) Outstanding as of June 30, — 496,752 The range of subscription price for the restricted shares is US$0.003 to US$0.01 per share. The time-based restricted shares shall be entirely vested ratably on a monthly basis over 48-months 36-months Share options The following table discloses movements of the Company’s share options under the 2016 Plan held by grantees during the six months ended June 30, 2022 and 2023: 2023 2022 Number of Options Weighted-average exercise price Number of Options Weighted-average exercise price US$ US$ Outstanding at January 1, 135,979,705 0.217 155,059,183 0.203 Granted 42,127,240 0.718 2,250,000 0.310 Exercised (661,875 ) 0.125 (6,973,958 ) 0.022 Forfeited (143,750 ) 0.218 (15,568,541 ) 0.225 Outstanding at June 30, 177,301,320 0.337 134,766,684 0.212 Outstanding at June 30, 2023 as converted 12,708,781 Exercisable at the end of the period 92,731,191 58,381,043 Exercisable at the end of June 30, 2023 as converted 6,646,879 No share options granted in the above table under the 2016 Plan will be exercisable after the expiration of 10 years from the date of its grant. In July 2016, the Apollomics Board adopted, and our shareholders approved the CB Therapeutics Inc. 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan has not been amended since its adoption in July 2016. No further awards will be made under the 2016 Plan; however, awards outstanding under the 2016 Plan will continue to be governed by their existing terms. As of June 30, 2023 there were 6,646,879 options exercisable after applying the exchange ratio under the 2016 Plan. The share options outstanding as of June 30, 2022 and 2023 had a weighted average remaining contractual life of 7.8 years and 7.07 years, respectively. During the six months ended June 30, 2022 and 2023, the weighted average fair value of the share options granted is US$0.310 per share and US$0.5334 per share, respectively. The time-based share options will be vested ratably on a monthly basis over range of 24-months 48-months 12-months 36-months 0 and US$ In connection with the Business Combination, immediately prior to the closing, the Board terminated the 2016 Equity Incentive Plan, and the Board adopted the Apollomics Inc. The 2023 Equity Incentive OPM model was used to determine the fair value of the option granted. The key inputs for the share options granted during the periods were as follows: For the six months ended 2023 2022 Grant date option fair value per share US$0.502 US$0.152 Exercise price US$0.717 US$0.310 Expected volatility (note i) 78 % 75 % Expected life 6.078 years 6.078 years Risk-free rate 3.98 % 1.35 % Expected dividend yield 0 % 0 % Note i: The total expense recognized in the unaudited condensed consolidated statements of loss and other comprehensive income for share options granted under the 2016 Plan are approximately US$2.0 million and US$5.3 million for the six months ended June 30, 2022 and 2023, respectively. | 26. SHARE-BASED PAYMENT TRANSACTIONS On July 19, 2016, the shareholders of the Company approved the adoption of the 2016 equity incentive plans (the “2016 Plan”) for the purpose to secure and retain employees, directors and consultants of the Company (the “Eligible Persons”), provide incentives for them to exert maximum efforts for the success of the Company and any affiliate and provide means by which the Eligible Persons may benefit from increases in value of the ordinary shares of the Company. The 2016 Plan provides for the grant of the following types of share awards: (i) restricted share awards, (ii) share options, (iii) share appreciation rights, (iv) restricted share unit awards, and (v) other share awards. The overall limit on the number of underlying shares which may be delivered pursuant to all awards granted under the 2016 Plan is 337,225,866 and 337,225,866 ordinary shares of the Company as of December 31, 2021 and 2022, respectively, subject to any adjustments for other dilutive issuances. During the years ended December 31, 2020, 2021 and 2022, no share appreciation rights, restricted share unit awards or other share awards were granted under the 2016 Plan by the Company. Restricted share awards All the restricted shares shall be subject to repurchase at the option by the Company at the subscription price paid by Eligible Persons upon voluntary or involuntary termination of his employment with the Company (the “Repurchase Option”). The Repurchase Option shall be exercised by the Company and/or the designees of the Company as to the number of unreleased shares, within sixty days The aforesaid arrangement has been accounted for as share-based payment transactions. Accordingly, the Group measured the fair value of the unvested restricted shares as of the grant date and is recognizing the amount as compensation expense over the vesting period for each separately vesting portion of the unvested restricted shares. The subscription price received by the Group in relation to the unvested restricted shares that are subject to the Repurchase Option held by the Company have been recognized as financial liabilities arising from unvested restricted shares as disclosed in Note 22. The total expense recognized in the consolidated statements of profit or loss and other comprehensive income for the restricted shares granted are approximately US$89, US$7 and US$39, for the years ended December 31, 2020, 2021 and 2022, respectively. The following table summarized the Group’s restricted shares movement during the years ended December 31, 2020, 2021 and 2022: 2020 2021 2022 Number of Number of Number of Outstanding at January 1, 40,583,273 14,447,616 8,094,901 Vested (26,135,657 ) (6,352,715 ) (1,164,666 ) Outstanding at December 31, 14,447,616 8,094,901 6,930,235 The range of subscription price for the restricted shares is US$ to US$ per share. The time-based restricted shares shall be entirely vested ratably on a monthly basis over 48-months vesting period or with % be vested on the first anniversary of the vesting inception date and remaining portion vested ratably on a monthly basis over 36-months vesting period. The milestone-based restricted shares will be vested upon achievement of specified performance conditions. The expected vesting period is estimated by the management of the Company based on the most likely outcome of each of the performance condition. During the year ended December 31, 2020, 2021 and 2022, , and milestone-based restricted shares have been vested, respectively. Share options The following table discloses movements of the Company’s share options under the 2016 Plan held by grantees during the years ended December 31, 2020, 2021 and 2022: 2020 2021 2022 Number of Weighted- Number of Weighted- Number of Weighted- US$ US$ US$ Outstanding at January 1, 57,835,912 0.015 151,133,235 0.169 155,059,183 0.203 Granted 119,663,533 0.256 39,715,000 0.279 11,500,000 0.310 Exercised (25,949,960 ) 0.232 (6,511,135 ) 0.022 (8,552,187 ) 0.046 Forfeited (416,250 ) 0.061 (29,277,917 ) 0.169 (22,027,291 ) 0.232 Outstanding at December 31, 151,133,235 0.169 155,059,183 0.203 135,979,705 0.217 Exercisable at the end of the year 41,736,788 78,269,054 67,667,737 No share options granted in the above table under the 2016 Plan will be exercisable after the expiration of 10 years from the date of its grant. The share options outstanding as of December 31, 2020, 2021 and 2022 had a weighted average remaining contractual life of 8.9 years, years and years, respectively. During the year ended December , , and , the weighted average fair value of the share options granted is US$ per share, US$ per share and US$ per share, respectively. The time-based share options will be vested ratably on a monthly basis over range of 24-months 48-months 12-months 36-months 11,918,299 OPM model was used to determine the fair value of the option granted. The key inputs into the model were as follows: Years ended December 31, 2020 2021 2022 Grant date option fair value per share US$ 0.0549-0.1430 US$ 0.1430-0.1544 US$ 0.0933-0.1517 Exercise price US$0.21-0.26 US$0.26-0.31 US$0.31 Expected volatility (note) 70%-80 % 75%-80 % 75%-77.5 % Expected life 6.078 years 6.078 years 6.078 years Risk-free rate 0.36%-1.45 % 0.51%-1.09 % 1.35%-3.98 % Expected dividend yield 0 % 0 % 0 % Note: The total expense recognized in the consolidated statements of profit or loss and other comprehensive income for share options granted under the 2016 Plan are approximately US$4,421, US$8,115 and US$3,543, which included consultancy fees of approximately US$18, US$129 and US$27 for the years ended December 31, 2020, 2021 and 2022, respectively. |