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Share-Based Compensation
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

8. Share-based compensation

The Company maintains four equity compensation plans; the Orchard Therapeutics Limited Employee Share Option Plan with Non-Employee Sub-Plan and U.S. Sub-Plan (the “2016 Plan”), the Orchard Therapeutics plc 2018 Share Option and Incentive Plan (the “2018 Plan”), the 2018 Employee Share Purchase Plan (the “ESPP”), and the 2020 Inducement Equity Plan (the “Inducement Plan”). The board of directors has determined not to make any further awards under the 2016 plan following the Company’s IPO. As of June 30, 2022, 4,576,090 shares remained available for issuance under the 2018 Plan, 721,500 shares remained available for issuance under the Inducement Plan, and 823,497 shares remained available for issuance under the ESPP.

Share option activity

The following table summarizes option activity under the plans for the six months ended June 30, 2022:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price

 

Outstanding at December 31, 2021

 

 

17,300,740

 

 

$

6.57

 

Granted

 

 

3,165,732

 

 

 

0.56

 

Exercised

 

 

(397,534

)

 

 

0.00

 

Forfeited

 

 

(2,845,240

)

 

 

7.13

 

Outstanding at June 30, 2022

 

 

17,223,698

 

 

$

5.52

 

Vested and expected to vest as of June 30, 2022

 

 

17,223,698

 

 

$

5.52

 

Exercisable June 30, 2022

 

 

8,268,318

 

 

$

6.84

 

 

The weighted-average grant date fair value of share options granted during the six months ended June 30, 2022 was $0.32 per share.

Restricted share units

Performance-based restricted share units

In April 2020, the Company granted 195,000 performance-based restricted share units restricted share units (“RSUs”) with a total grant date fair value of $1.4 million to its Chief Executive Officer, Bobby Gaspar, M.D., Ph.D. The award vests on January 2, 2024 as to 1/3 of the award for each of the first three to occur of four milestones, if each such milestone is achieved by the Company on or before December 31, 2023 and Dr. Gaspar remains continuously employed with the Company through January 2, 2024. The milestones relate to achievement of specific clinical and regulatory milestones. No performance-based share unit performance conditions associated with this award were deemed probable and none vested during the three and six months ended June 30, 2022.

Time-based restricted share units

Time-based restricted share units generally vest in equal annual installments over a three-year period.

Restricted share unit activity

The following table summarizes award activity for the six months ended June 30, 2022:

 

 

 

Performance-based RSUs

 

 

Time-based RSUs

 

 

Total RSUs

 

 

Weighted
Average
Grant Date
Fair Value

 

Unvested and outstanding at December 31, 2021

 

 

195,000

 

 

 

123,333

 

 

 

318,333

 

 

$

6.41

 

Granted

 

 

 

 

 

2,112,842

 

 

 

2,112,842

 

 

 

0.46

 

Vested

 

 

 

 

 

(6,667

)

 

 

(6,667

)

 

 

(5.98

)

Forfeited

 

 

 

 

 

(71,800

)

 

 

(71,800

)

 

 

0.46

 

Unvested and outstanding at June 30, 2022

 

 

195,000

 

 

 

2,157,708

 

 

 

2,352,708

 

 

$

0.67

 

 

Share-based compensation expense

Share-based compensation expense recorded as research and development and general and administrative expenses is as follows (amounts in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Research and development

 

$

1,744

 

 

$

2,135

 

 

$

3,706

 

 

$

5,011

 

General and administrative

 

 

2,212

 

 

 

3,406

 

 

 

4,910

 

 

 

6,798

 

 

 

$

3,956

 

 

$

5,541

 

 

$

8,616

 

 

$

11,809

 

 

As of June 30, 2022, total unrecognized compensation cost related to unvested share options and time-based RSUs was approximately $24.3 million. This amount is expected to be recognized over a weighted average period of approximately 2.6 years. As of June 30, 2022, the total unrecognized compensation cost related to performance-based RSUs is a maximum of $1.4 million, dependent upon achievement of the aforementioned milestones.