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Stock-Based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

Note 7. Share-Based Compensation

2023 Equity Incentive Plan

On June 30, 2023, the Company’s shareholders approved the 2023 Equity Incentive Plan (the “2023 Plan”), which provides for the grant of stock options, both incentive stock options and nonqualified stock options, stock, with and without vesting restrictions, restricted stock units and stock appreciation rights, to be granted to employees, directors and consultants. The Company is permitted to grant up to 980,000,000 ordinary share incentive awards under the 2023 Plan.

All outstanding ordinary shares under the 2014 Equity Incentive Plan (the “2014 Plan”) relating to stock options and restricted stock units may be issued under the 2023 Plan if such awards are forfeited, cancelled or expire unexercised. Accordingly, the total number of ordinary shares that may ultimately be issued under rights granted under the 2023 Plan, including up to 855,637,300 ordinary shares subject to grants under the 2014 Plan, shall not exceed 1,835,637,300 ordinary shares. In addition, if an award issued under the 2023 Plan is terminated or results in any shares not being issued, the unissued or reacquired shares shall again be available for issuance under the 2023 Plan. As of March 31, 2024, the Company had 247,798,825 ordinary shares underlying outstanding equity awards under the 2023 Plan and 790,319,200 ordinary shares were available for future issuance under the 2023 Plan.

The 2023 and 2014 Plans provide that they be administered by the compensation committee of the board of directors. The exercise price for stock option awards may not be less than 100% of the fair market value of the Company’s ordinary shares on the date of grant and the term of awards may not be greater than ten years. The Company determines the fair value of its ordinary shares based on the quoted market price of its ADSs. Vesting periods are determined at the discretion of the compensation committee. Awards granted to employees typically vest over two to four years and directors over one year.

 

2014 Equity Incentive Plan

Under the 2014 Plan the Company was authorized to grant stock options, restricted stock units and other awards, to employees, members of the board of directors and consultants. Upon effectiveness of the 2023 Plan no further awards were available to be issued under the 2014 Plan. As of March 31, 2024, the Company had 667,315,500 ordinary shares underlying outstanding equity awards under the 2014 Plan, consisting of stock options and restricted stock units.

Stock Options

The following is a summary of the Company’s stock option activity under the 2014 Plan and the 2023 Plan for the three months ended March 31, 2024:

 

($ in thousands, except share and per share data)

 

Stock
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-Average
Remaining
Contractual Life
(in years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2023

 

 

651,237,400

 

 

$

0.01

 

 

 

8.5

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(24,500,000

)

 

 

0.02

 

 

 

 

 

 

 

Outstanding at March 31, 2024 (1)

 

 

626,737,400

 

 

$

0.01

 

 

 

8.4

 

 

$

 

Exercisable at March 31, 2024

 

 

236,434,688

 

 

$

0.01

 

 

 

7.9

 

 

$

 

___________

(1)
Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition.

 

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s ordinary shares for those options that had exercise prices lower than the fair value of the Company’s ordinary shares.

The weighted-average grant-date fair value per share of options granted during each of the three months ended March 31, 2024 and 2023 was less than $0.01.

Option Valuation

The weighted-average assumptions that the Company used to determine the fair value of share options granted were as follows, presented on a weighted average basis:

 

 

 

2024

 

 

2023

 

Expected volatility

 

 

 

 

 

98.1

%

Risk-free interest rate

 

 

 

 

 

4.1

%

Expected dividend yield

 

 

 

 

 

 

Expected term (in years)

 

 

 

 

 

5.5

 

 

Restricted Stock Units

The 2014 Plan provided, and the 2023 Plan provides, for the award of restricted stock units (“RSUs”). RSUs are granted to employees that are subject to time-based vesting conditions that lapse between one year and four years from date of grant, assuming continued employment. Compensation cost for time-based RSUs, which vest only on continued service, is recognized on a straight-line basis over the requisite service period based on the grant date fair of the RSUs, which is derived from the closing price of the Company’s ADSs on the date of grant.

 

The following table summarizes the Company’s restricted stock activity for the three months ended March 31, 2024:

 

 

 

Time-based Awards

 

($ in thousands, except per share data)

 

Number of Shares

 

 

Weighted-Average
Grant Date
Fair Value

 

Nonvested shares at December 31, 2023

 

 

385,954,925

 

 

$

0.00

 

Granted

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Vested

 

 

(97,578,000

)

 

 

0.00

 

Nonvested shares at March 31, 2024

 

 

288,376,925

 

 

$

0.00

 

 

The fair value of time-based RSUs that vested during the three months ended March 31, 2024 was approximately $0.2 million. No time-based RSUs vested during the three months ended March 31, 2023.

 

As of March 31, 2024, 125,729,775 ordinary shares underlying vested time-based RSUs, which have been included in the condensed consolidated statement of shareholders’ (deficit) equity, were pending issuance.

Share-Based Compensation Expense

The Company classifies share-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. Total share-based compensation expense attributable to share-based payments made to employees, consultants and directors included in operating expenses in the Company's condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2024 and 2023, was as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

($ in thousands)

 

2024

 

 

2023

 

Research and development

 

$

43

 

 

$

31

 

General and administrative

 

 

253

 

 

 

234

 

Total share-based compensation expense

 

$

296

 

 

$

265

 

 

As of March 31, 2024, total unrecognized compensation cost related to unvested stock options and time-based RSUs was $1.5 million and $0.5 million, respectively, which is expected to be recognized over a weighted average period of 2.2 and 2.3 years, respectively.