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Stock Incentive Plans
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
STOCK INCENTIVE PLANS

12. STOCK INCENTIVE PLANS

2015 Stock Incentive Plan

In December 2015, the Company’s Board of Directors adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which provided for the grant of qualified incentive and nonqualified stock options or restricted stock awards to the Company’s employees, officers, directors, advisors, and outside consultants. Stock options generally vest over a four-year period and expire ten years from the date of grant. Certain options provide for accelerated vesting if there is a change in control, as defined in the 2015 Plan. At December 31, 2021, there were no additional shares available for future grant under the 2015 Plan.

2018 Incentive Award Plan

In March 2018, the Company’s Board of Directors adopted and the Company’s stockholders approved the Homology Medicines, Inc. 2018 Incentive Award Plan (the “2018 Plan” and, together with the 2015 Plan, the “Plans”), which became effective on the day prior to the first public trading date of the Company’s common stock. Upon effectiveness of the 2018 Plan, the Company ceased granting new awards under the 2015 Plan.

The 2018 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock or cash-based awards to employees and consultants of the Company and certain affiliates and directors of the Company. The number of shares of common stock initially available for issuance under the 2018 Plan was 3,186,205 shares of common stock plus the number of shares subject to awards outstanding under the 2015 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company on or after the effective date of the 2018 Plan. In addition, the number of shares of common stock available for issuance under the 2018 Plan is subject to an annual increase on the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028 equal to the lesser of (i) 4% of the Company’s outstanding shares of common stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Company’s Board of Directors, provided that not more than 20,887,347 shares of common stock may be issued under the 2018 Plan upon the exercise of incentive stock options (the “Evergreen Provision”). As of December 31, 2021, there were 2,257,623 shares available for future grant under the 2018 Plan. On January 1, 2022, pursuant to the Evergreen Provision, an additional 2,286,010 shares were added to the 2018 Plan, representing 4% of total common shares outstanding at December 31, 2021.

2018 Employee Stock Purchase Plan

In March 2018, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the Homology Medicines, Inc. 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The 2018 ESPP allows employees to buy Company stock through after-tax payroll deductions at a discount from market value. The 2018 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The number of shares of common stock initially available for issuance under the 2018 ESPP was 353,980 shares of common stock plus an annual increase on the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028 equal to the lesser of (i) 1% of the Company’s outstanding shares of common stock on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the Company’s Board of Directors, provided that not more than 4,778,738 shares of common stock may be issued under the 2018 ESPP (the “ESPP Evergreen Provision”). At December 31, 2021, there were 1,431,382 shares available for future issuance under the 2018 ESPP. On January 1, 2022, pursuant to the ESPP Evergreen Provision, an additional 571,502 shares were added to the 2018 ESPP, representing 1% of total common shares outstanding at December 31, 2021.

Under the 2018 ESPP, employees may purchase common stock through after-tax payroll deductions at a price equal to 85% of the lower of the fair market value on the first trading day of an offering period or the last trading day of an offering period. The 2018 ESPP generally provides for offering periods of six months in duration that end on the final trading day of each February and August. In accordance with the Internal Revenue Code, no employee will be permitted to accrue the right to purchase stock under the 2018 ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of the Company’s common stock as of the first day of the offering period).

During the year ended December 31, 2021, 110,923 shares were issued under the 2018 ESPP for aggregate proceeds to the Company of $0.8 million. During the year ended December 31, 2020, 83,848 shares were issued under the 2018 ESPP for aggregate proceeds to the Company of $0.9 million. Pursuant to the 2018 ESPP, the Company recorded stock-based compensation of $0.1 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively.

Stock Options

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model, with the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of publicly traded companies that are similar to the Company. The expected term of options was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods commensurate with the expected term of the award. The Company recognizes forfeitures as they occur.

The assumptions used in the Black-Scholes option pricing model are as follows:

 

 

 

For the Year Ended December 31,

 

 

2021

 

2020

Expected volatility

 

64.6% - 71.7%

 

63.2% — 66.3%

Weighted-average risk-free interest rate

 

0.50% - 1.33%

 

0.31% — 1.73%

Expected dividend yield

 

 %

 

 %

Expected term (in years)

 

5.5 - 6.25

 

5.5 - 6.25

Underlying common stock fair value

 

$4.85 - $13.91

 

$9.82 - $21.75

 

A summary of option activity under the Plans during the year ended December 31, 2021 is as follows:

 

 

 

Number of
Options

 

 

Weighted-
Average Exercise
Price per Share

 

 

Weighted-
Average
Remaining
Contractual
Term (in Years)

 

 

Aggregate
Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Outstanding at January 1, 2021

 

 

5,840,824

 

 

$

15.18

 

 

 

7.8

 

 

$

12,278

 

Granted

 

 

2,202,325

 

 

$

11.97

 

 

 

 

 

 

 

Exercised

 

 

(59,465

)

 

$

2.29

 

 

 

 

 

 

 

Cancelled/Forfeited

 

 

(359,378

)

 

$

17.50

 

 

 

 

 

 

 

Outstanding at December 31, 2021

 

 

7,624,306

 

 

$

14.25

 

 

 

7.5

 

 

$

2,069

 

Vested and expected to vest at
   December 31, 2021

 

 

7,624,306

 

 

$

14.25

 

 

 

7.5

 

 

$

2,069

 

Exercisable at December 31, 2021

 

 

4,434,630

 

 

$

13.66

 

 

 

6.7

 

 

$

2,069

 

 

The total intrinsic value of options exercised during the year ended December 31, 2021 and 2020 was $0.6 million and $0.6 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $7.26 and $10.39, respectively.

Stock options granted pursuant to the 2015 Plan permit option holders to elect to exercise unvested options in exchange for unvested common stock. Options granted under the 2015 Plan that are exercised prior to vesting will continue to vest according to the respective option agreement, and such unvested shares are subject to repurchase by the Company at the optionee’s original exercise price in the event the optionee’s service with the Company voluntarily or involuntarily terminates.

A summary of the Company’s unvested common stock from early exercises that is subject to repurchase by the Company is as follows:

 

 

 

Shares

 

Unvested shares—January 1, 2021

 

 

3,091

 

Vested

 

 

(3,091

)

Unvested shares—December 31, 2021

 

 

 

 

As of December 31, 2021 and 2020, no shares and 3,091 shares, respectively, remained subject to a repurchase right by the Company, with a related liability included in accrued expenses and other liabilities in the consolidated balance sheets of less than $0.1 million as of each date.

Restricted Stock Units

The fair values of restricted stock units ("RSUs") are based on the fair market value of the Company's common stock on the date of grant. Each RSU represents a contingent right to receive one share of the Company's common stock upon vesting. In general, RSUs vest annually in three equal installments on January 1st of each year after the grant date. The following table summarizes the Company's RSU activity for the year ended December 31, 2021:

 

 

 

Number of

 

 

Weighted-

 

 

 

Restricted

 

 

Average Grant

 

 

 

Stock Units

 

 

Date Fair Value

 

Outstanding at January 1, 2021

 

 

 

 

$

 

Granted

 

 

321,300

 

 

$

12.79

 

Vested

 

 

 

 

$

 

Forfeited

 

 

(13,700

)

 

$

13.63

 

Outstanding at December 31, 2021

 

 

307,600

 

 

$

12.75

 

 

Stock-based Compensation Expense

The Company recognizes compensation expense for awards to employees based on the grant date fair value of stock-based awards on a straight-line basis over the period during which an award holder provides service in exchange for the award,

which is generally the vesting period. The Company recorded stock-based compensation expense related to stock options, shares purchased under the 2018 ESPP and restricted stock units as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

 

(in thousands)

 

Research and development

 

$

8,795

 

 

$

6,390

 

General and administrative

 

 

8,450

 

 

 

6,858

 

 

 

$

17,245

 

 

$

13,248

 

 

As of December 31, 2021, there was $29.8 million of unrecognized compensation expense related to unvested employee and non-employee share-based compensation arrangements granted under the Plans. The unrecognized compensation expense is estimated to be recognized over a period of 2.4 years at December 31, 2021.