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Stockholders' Equity
 3 Months Ended
Mar. 31, 2023
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ EquityAs of March 31, 2023 and December 31, 2022, 1,010,000,000 shares, $0.0001 par value per share are authorized, of which, 1,000,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as Preferred Stock.
Common Stock
Holders of the Common Stock are entitled to dividends when, as, and if, declared by the Board, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of March 31, 2023, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote. There were 143,267,991 and 143,034,225 shares of Common Stock (including 4,500,000 Sponsor Vesting Shares not indexed to equity) outstanding as of March 31, 2023 and December 31, 2022, respectively.
Employee Stock Purchase Plan
The Company maintains an Employee Stock Purchase Plan (“ESPP”). The ESPP permits participants to purchase shares of our Common Stock with the purchase price of the shares at a price determined by our board, which shall not be less than 85% of the lower of the fair market value of our Common Stock on the first day of an offering or on the date of purchase.
Initially, following adoption of the ESPP, the maximum number of shares of our Common Stock that may be issued under the ESPP was 1,846,710. The ESPP contains an “evergreen” share reserve feature that automatically increases the number of shares of Common Stock reserved for issuance under the plan on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031 in an amount equal to the lesser of (1) one percent (1%) of the fully-diluted shares of our Common Stock on December 31st of the preceding calendar year, (2) 3,693,420 of Common Stock, or (3) such lesser number of shares as determined by our board. As of December 31, 2022, the number of shares available for issuance under the ESPP was 3,722,490. On January 1, 2023, the number of shares of Common Stock reserved for issuance under the ESPP was automatically increased by 1,917,454. As a result, as of March 31, 2023, the number of shares available for issuance under the ESPP was 5,639,944. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP.
To date no stock has been offered or issued to employees under the ESPP.
Equity Incentive Plans
The Company maintains the following equity incentive plans: the 2010 Stock Incentive Plan, the 2020 Equity Incentive Plan, and the 2021 Equity Incentive Plan, each as amended (together, the “Stock Plans”). Upon closing of the Business Combination, awards under the 2010 Stock Incentive Plan and 2020 Equity Incentive Plan were converted at the Exchange Ratio and the 2021 Equity Incentive Plan was adopted and approved.
Origin may grant a wide variety of equity securities under the Stock Plans, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based stock awards, and other awards. The Company has granted incentive stock options, RSU awards, and performance awards under the Stock Plans. Under the Stock Plans, options must be issued at exercise prices no less than the estimated fair value of the stock on the date of grant and are exercisable for a period not exceeding 10 years from the date of grant. Options granted to employees under the Stock Plan generally vest 25% one year from the vesting commencement date and 1/36th per month thereafter, although certain arrangements call for vesting over other periods. Options granted to non-employees under the Stock Plan vest over periods determined by the Board (generally immediate to four years). RSU awards granted to employees under the 2021 Equity Incentive Plan require a service period of three years and generally vest 33.3% annually over the three-year service period. Under the Stock Plans, the fair value of RSU awards and performance-based stock awards are determined to be the grant date closing stock price. For awards with performance-based conditions, compensation is recorded once there is sufficient objective evidence the performance conditions are considered probable of being met. The performance-based stock awards are subject to vesting based on a performance-based condition and a service-based condition. The performance-based stock awards will vest in a percentage of the target number of shares between 0% and 300%, depending on the extent the performance conditions are achieved.
Initially, following adoption of the 2021 Equity Incentive Plan, there were 18,467,109 shares of Common Stock reserved for issuance under the Stock Plans. The 2021 Equity Incentive Plan contains an “evergreen” share reserve feature that automatically increases the number of shares of Common Stock reserved for issuance under the plan on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031 in an amount equal to five percent (5%) of the fully-diluted Common Stock on December 31 of the preceding year unless our board acts prior to January 1 to increase the share reserve by a lesser amount. The number of shares added to the share reserve on January 1 of a given year is reduced automatically to the extent necessary to avoid causing the share reserve to exceed fifteen percent (15%) of the fully-diluted Common Stock on December 31 of the preceding year. As of December 31, 2022, there were 27,846,011 shares of common stock reserved under the Stock Plans. On January 1, 2023, the number of shares of Common Stock reserved for issuance under the 2021 Equity Incentive Plan was automatically increased by 915,805 shares pursuant to the 2021 Plan’s “evergreen” provision. As a result, as of March 31, 2023, there were 28,761,816 shares of Common Stock reserved available under the Stock Plans.
The following tables summarize stock option activity under the Stock Plans:
Outstanding
Options
Weighted
Average
Exercise
Price		Weighted Average
Remaining
Contractual Life (in
years)
Balance as of December 31, 2022
6,471,062 $0.17 7.29
Granted— — 
Exercised(163,096)0.14 
Forfeited / canceled— — 
Balance as of March 31, 2023
6,307,966 $0.17 7.03
Vested and expected to vest at March 31, 2023
6,307,966 
During the three months ended March 31, 2023, the Company did not grant any stock options. As of March 31, 2023 and December 31, 2022, there were 15,683,288 and 15,728,837 awards, respectively, available for grant under the Stock Plans. As of March 31, 2023 and December 31, 2022 there were 3,643,010 and 3,588,523 exercisable options, respectively. The total intrinsic value of the options exercised during the three months ended March 31, 2023 and 2022 was $0.8 million and $0.7 million, respectively. The intrinsic value of options exercised during each fiscal year is calculated as the difference between the market value of the stock at the time of exercise and the exercise price of the stock option. The aggregate intrinsic value of options vested and expected to vest at March 31, 2023 and December 31, 2022 were $25.9 million and $28.7 million. As of March 31, 2023 and December 31, 2022, the Company had stock-based compensation of $4.0 million and $4.7 million, respectively, related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.4 years and 1.7 years, respectively.
The Company issued 2,920,732 of performance and market-based stock options during 2020. During the quarter ended March 31, 2021, the Company modified the vesting schedule of 529,119 of these performance and market based stock options such that vesting at 1/48th per month would commence upon signing of the Business Combination. The Company entered into the Merger Agreement on February 16, 2021 resulting in the commencement of expense recognition related to these 529,119 options during the quarter ended March 31, 2021. For the remaining 2,391,613 performance and market-based stock options, expense commenced on the close date of the Merger, June 25, 2021, as that is the date when the performance condition was achieved.
The following table summarizes the RSU award and performance-based stock award activity for the three months ended March 31, 2023:
OutstandingWeighted-average grant date fair value
Unvested balance at December 31, 20226,371,950 $6.24 
Granted - RSU awards163,544 5.15 
Vested - RSU awards(70,670)5.39 
Forfeited - RSU awards(50,212)5.53 
Forfeited - performance-based stock awards(35,625)5.46 
Unvested balance March 31, 20236,378,987 $6.22 
Expected to vest4,195,687 
The RSU awards, which upon vesting entitle the holder to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units subject to the RSU awards. The total fair value of shares vested during three months ended March 31, 2023 and 2022 was $0.4 million and zero, respectively. As of March 31, 2023, the performance conditions for the granted performance-based stock awards were not probable of being met, therefore no performance award stock compensation has been recorded. There were no performance-based stock awards vested during three months ended March 31, 2023 and 2022. As of March 31, 2023, there were 2,019,025 unvested performance-based awards subject to certain performance criteria for vesting. The vesting period for RSU awards is generally three years. Total remaining compensation expense for RSU awards to be recognized under the 2021 Equity Incentive Plan is $20.8 million as of March 31, 2023, and will be amortized on a straight-line basis over the remaining vesting periods. Total remaining compensation expense for performance-based stock awards to be recognized will be recognized over the requisite service periods once the performance-based conditions are deemed to be probable.
During the three months ended March 31, 2023 and 2022, stock compensation expense of $1.4 million and $0.7 million, respectively, was recognized in general and administrative expenses, and $0.8 million and $0.2 million, respectively, was recognized in research and development expenses on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. Total remaining compensation expense to be recognized under the Stock Plans was $24.8 million as of March 31, 2023, and will be amortized on a straight-line basis over the remaining vesting periods of approximately 1.4 years for stock options, 2.5 years for RSU awards and over the requisite service period once considered probable for performance-based stock awards.