On November 28, 2018, the Board of Directors of the Company adopted, and on December 10, 2018 the Company’s stockholders approved, the Organogenesis 2018 Equity and Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to provide long-term incentives and rewards to the Company’s employees, officers, directors and other key persons (including consultants), to attract and retain persons with the requisite experience and ability, and to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders.

The 2018 Plan authorizes the Company’s Board of Directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. The 2018 Plan is administered by the Company’s Board of Directors.

At the adoption of the 2018 plan, a total of 9,198,996 shares of Class A common stock was authorized to be issued (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). In June, 2022, an amendment was made to the 2018 Plan, increasing the number of shares of Class A common stock reserved for issuance by 7,826,970 shares.

The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provides for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options may be granted only to the Company’s employees. Restricted stock awards and non-statutory stock options may be granted to employees, members of the Board of Directors, outside advisors and consultants of the Company.

Effective as of the closing of the Avista Merger on December 10, 2018, no additional awards may be made under the 2003 Plan and as a result (i) any shares in respect of stock options that are expired or terminated under the 2003 Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by the Company, will not be available for future awards; and (iii) any shares of Class A common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards.

Stock options awarded under the stock incentive plans expire 10 years after the grant date and typically vest over four or five years. Restricted stock units awarded typically vest over four years.

Stock-based compensation expense was $1,692 and $1,042 for the three months ended June 30, 2022 and 2021, respectively, and was $2,995 and $1,740 for the six months ended June 30, 2022 and 2021, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the consolidated statements of operations.

The Company granted 979,257 and 290,027 time-based restricted stock units to its employees, executives and the Board of Directors in the six months ended June 30, 2022 and 2021, respectively. Each restricted stock unit represents the contingent right to receive one share of the Company’s Class A common stock. A majority of the restricted stock units will vest in four equal annual installments. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant.

The activity of restricted stock units is set forth below:


	Number			Weighted Average
	of Shares			Grant Date
				Fair Value
Unvested at December 31, 2021		764,871		$	7.52
Granted		979,257			7.56
Vested		(239,245	)		7.11
Canceled/Forfeited		(33,660	)		6.76
Unvested at June 30, 2022		1,471,223		$	7.63

As of June 30, 2022, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $7,479 and the weighted average remaining recognition period for unvested awards was 2.92 years.

The stock options granted during the six months ended June 30, 2022 and 2021 were 1,418,224 and 1,037,099, respectively. The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis:


	June 30,			June 30,
	2022			2021
Risk-free interest rate		1.92	%		0.82	%
Expected term (in years)		6.25			6.21
Expected volatility		50.66	%		39.30	%
Expected dividend yield		0.0	%		0.0	%
Exercise price	$	8.03		$	13.54
Underlying stock price	$	7.87		$	13.54

These assumptions resulted in an estimated weighted-average grant-date fair value per share of stock options granted during the six months ended June 30, 2022 and 2021 of $3.94 and $5.31, respectively.

The following table summarizes the Company’s stock option activity since December 31, 2021:


						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
	Number of			Exercise		Term		Intrinsic
	Shares			Price		(in years)		Value
Outstanding as of December 31, 2021		6,596,969		$	4.10		5.20	$	38,524
Granted		1,418,224			8.03
Exercised		(1,845,897	)		1.11				8,408
Canceled / forfeited		(36,735	)		2.50
Outstanding as of June 30, 2022		6,132,561			5.92		6.65		7,509
Options exercisable as of June 30, 2022		3,167,162			3.57		4.60		6,860
Options vested or expected to vest as of June 30, 2022		5,504,030		$	5.61		6.38	$	7,414

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those stock options that have exercise prices lower than the fair value of the Company’s Class A common stock.

The total fair value of options vested during the six months ended June 30, 2022 and 2021 was $2,029 and $586, respectively.

As of June 30, 2022, the total unrecognized stock compensation expense related to unvested stock options expected to vest was $7,106 and was expected to be recognized over a weighted-average period of 3.06 years.