Share-Based Compensation | 8. Share-Based Compensation 2023 Stock Option and Incentive Plan The Company’s 2023 Stock Option and Incentive Plan (the “2023 Plan”), which became effective on October 30, 2023, provides for the grant of up to 5,000,000 of the Company’s ordinary shares. The 2023 Plan allows the Company to make equity-based and cash-based incentive awards such as stock options, share appreciation rights, RSUs, restricted share awards, unrestricted share awards, cash-based awards, and dividend equivalent rights to officers, employees, non-employee directors, and consultants, subject to the provisions of the 2023 Plan. The 2023 Plan provides that the number of shares reserved and available for issuance under the 2023 Plan will be automatically increased on January 1, 2025, and each January 1 thereafter, in an amount equal to (i) 5 % of the outstanding number of the Company’s ordinary shares on the immediately preceding December 31, or (ii) such lesser number of shares as determined by the 2023 Plan Administrator. The ordinary shares underlying any awards under the 2023 Plan that are forfeited, cancelled or held back upon exercise of settlement of an award to satisfy the exercise price or any tax withholding obligation, or are otherwise terminated or forfeited (other than by exercise) will be added back to the ordinary shares available for issuance under the 2023 Plan. At September 30, 2024 , 1,151,966 ordinary shares were reserved and available for issuance under the 2023 Plan. 2023 Employee Stock Purchase Plan The Company’s 2023 Employee Stock Purchase Plan (the “ESPP”) became effective on October 30, 2023. The ESPP initially reserves and authorizes the issuance of up to a total of 100,000 of the Company’s ordinary shares to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2025 and each January 1 thereafter through January 1, 2034, by the least of (i) 100,000 ordinary shares, (ii) 1 % of the outstanding number of ordinary shares on the immediately preceding December 31, or (iii) such lesser number of ordinary shares as determined by the administrator of the ESPP. 2024 Inducement Stock Option and Incentive Plan The Company’s 2024 Inducement Stock Option and Incentive Plan (the “2024 Plan”), which became effective on January 12, 2024, provides for the grant of up to 300,000 of the Company’s ordinary shares. The 2024 Plan allows the Company to make equity-based incentive awards such as non-qualified stock options, share appreciation rights, RSUs, restricted share awards, unrestricted share awards, and dividend equivalent rights to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment with the Company, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4), subject to the provisions of the 2024 Plan. The ordinary shares underlying any awards under the 2024 Plan that are forfeited, cancelled or held back upon exercise of settlement of an award to satisfy the exercise price or any tax withholding obligation, or are otherwise terminated or forfeited (other than by exercise) will be added back to the ordinary shares available for issuance under the 2024 Plan. At September 30, 2024 , 119,400 ordinary shares were reserved and available for issuance under the 2024 Plan. Converted Awards On November 13, 2023, the Company entered into the employee matters agreement with the Former Parent under which the Company agreed to convert all outstanding Former Parent stock options and RSUs held by the Company’s employees under the Former Parent’s share-based compensation plans into the Company stock options and RSUs under the 2023 Plan in accordance with the conversion ratio set forth in the agreement. On December 14, 2023, the Former Parent and the Company amended the employee matters agreement to adjust the conversion ratio used to calculate the number of the Company’s RSUs issuable to each employee in exchange for each RSU of the Former Parent. All outstanding equity awards held by the Company’s employees were converted and issued under the 2023 Plan in December 2023 in accordance with the amended employee matters agreement. Except for the number of underlying shares and the exercise price of the stock options, the converted awards retain substantially the same terms and conditions of the original awards, including their term and vesting conditions. Former Parent Share-based Compensation Plans The Former Parent had share-based compensation plans which provided for granting equity awards, including non-qualified and incentive stock options, RSUs, RSU awards, cash-based awards, and performance shares to employees, officers and directors of, and consultants to, the Former Parent. Prior to the Separation, all share-based compensation plans were managed on a consolidated basis by the Former Parent and share-based compensation expense was allocated to the Company related to stock options, time-based RSU awards and performance-based RSU awards issued by the Former Parent. Accordingly, the amounts presented for periods prior to the Separation are not necessarily indicative of future share-based compensation and do not necessarily reflect the amount that the Company would have issued as an independent company for the periods presented. Stock Plan Activity The following average assumptions were used to estimate the fair value of stock options granted by the Company during the nine months ended September 30, 2024 using the Black-Scholes option pricing model: Nine Months Ended September 30, 2024 Risk-free interest rate 3.5 % - 4.6 % Dividend rate 0 % Expected volatility 82 % - 87 % Expected life (years) 2.0 - 6.2 A summary of stock option activity under the 2023 Plan and the 2024 Plan for the nine months ended September 30, 2024 is as follows: Number of Options Weighted-Average Exercise Price Options outstanding at December 31, 2023 3,348,715 $ 4.53 Granted 535,881 $ 4.79 Cancelled/forfeited ( 1,003,997 ) $ 4.61 Exercised ( 61,762 ) $ 3.18 Options outstanding at September 30, 2024 2,818,837 $ 4.58 Options exercisable at September 30, 2024 1,087,411 $ 4.75 The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2024 was $ 3.26 . At September 30, 2024 , there were 2.7 million stock options vested or expected to vest, with a weighted average exercise price of $ 4.58 per share, a weighted average contractual remaining life of 7.7 years and an aggregate intrinsic value of $ 1 thousand. At September 30, 2024 , the aggregate intrinsic value of stock options exercisable was less than $ 1 thousand with a weighted average remaining contractual term of 6.3 years. The number of stock options expected to vest was determined by applying the pre-vesting forfeiture rate to the total number of outstanding options. The intrinsic value of a stock option is the amount by which the market value of the underlying shares exceeds the exercise price of the stock option. At September 30, 2024 , there was $ 2.6 million of unrecognized share-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 1.5 years. A summary of RSU activity under the 2023 Plan and the 2024 Plan for the nine months ended September 30, 2024 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Per Share Unvested outstanding at December 31, 2023 1,129,512 $ 4.45 Granted 253,386 $ 4.96 Vested ( 287,448 ) $ 4.48 Cancelled/forfeited ( 234,863 ) $ 4.63 Unvested outstanding at September 30, 2024 860,587 $ 4.54 At September 30, 2024 , there was $ 1.7 million of unrecognized share-based compensation expense related to unvested RSUs, which will be recognized over a weighted average remaining contractual term of 1.4 years. The following table represents share-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss: Three Months Ended Nine Months Ended (in thousands) 2024 2023 2024 2023 Research and development $ 368 $ 1,401 $ 1,835 $ 6,000 General and administrative 662 1,582 2,584 2,877 Total share-based compensation expense $ 1,030 $ 2,983 $ 4,419 $ 8,877 |