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Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
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 September 30, 2024, the Company had not declared any dividends. The holder of each share of Common Stock is entitled to one vote.
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, 2023, the number of shares available for issuance under the ESPP was 5,639,944. Our Board made the decision not to increase the number of shares of Common Stock reserved for issuance under the ESPP as of January 1, 2024 as no stock has been offered or issued to employees under the ESPP to date. 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.
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 Merger, awards under the 2010 Stock Incentive Plan and 2020 Equity Incentive Plan were converted at the Exchange Ratio, which has the meaning set forth in the Merger Agreement, 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 Plans 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, 2023, the number of shares available for issuance under the 2021 Equity Incentive Plan was 28,761,816. On January 1, 2024, the number of shares of Common Stock reserved for issuance under the 2021 Equity Incentive Plan was automatically increased by 1,278,395 shares pursuant to the 2021 Equity Incentive Plan’s “evergreen” provision to a total of 30,040,211 shares. As of September 30, 2024, there were 10,468,774 shares available for grant.
The following tables summarize stock option activity under the Stock Plans:
(In thousands, except for share and per share amounts)
Outstanding
Options
Weighted
Average
Exercise
Price		Weighted Average
Remaining
Contractual Life (in
years)
 Aggregate intrinsic value
Balance as of December 31, 2023
5,478,010 $0.17 6.05
Exercised(585,760)0.14 
Forfeited / canceled(22,224)0.14 
Expired(7,363)0.29 
Balance as of March 31, 2024
4,862,663 $0.18 5.74
Exercised(499,365)0.32 
Balance as of June 30, 2024
4,363,298 $0.16 6.05
Exercised(8,509)0.42 
Balance as of September 30, 2024
4,354,789 $0.16 5.80
Vested and expected to vest at September 30, 2024
4,354,789 $0.16 5.80$6,044 
Vested and exercisable at September 30, 2024
2,835,204 $0.17 5.65$3,871 
The total intrinsic value of the options exercised was less than $0.1 million and $0.4 million during the three and nine months ended September 30, 2024, respectively, and $0.7 million and $2.5 million during the three and nine months ended September 30, 2023, 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. As of September 30, 2024, the Company had stock-based compensation of $0.2 million, related to unvested stock options not yet recognized that is expected to be recognized over an estimated weighted average period of 0.7 years.
The following table summarizes the RSU award activity:
(In thousands, except for share and per share amounts)OutstandingWeighted-average grant date fair value
Unvested balance at December 31, 202310,927,261 $1.94 
Granted - RSU awards1,286,831 0.65 
RSU awards vested and converted to shares(212,633)3.60 
Forfeited - RSU awards(948,255)2.50 
Unvested balance March 31, 202411,053,204 $1.72 
Granted - RSU awards781,581 0.99 
RSU awards vested and converted to shares(206,049)3.71 
Forfeited - RSU awards(316,952)1.88 
Unvested balance June 30, 202411,311,784 $1.59 
Granted - RSU awards30,842 1.54 
RSU awards vested and converted to shares(167,768)2.11 
Forfeited - RSU awards(701,013)1.33 
Unvested balance September 30, 202410,473,845 $1.60 
The following table summarizes the performance-based stock (“PSU”) award activity:
OutstandingWeighted-average grant date fair value
Unvested balance at December 31, 20232,118,843 $5.77 
Forfeited - PSU awards(323,950)7.07 
Unvested balance March 31, 20241,794,893 $5.52 
Forfeited - PSU awards(14,725)7.07 
Unvested balance June 30, 20241,780,168 $5.51 
Forfeited - PSU awards(85,252)6.46 
Unvested balance September 30, 20241,694,916 $5.46 
The RSU awards entitle the holder upon vesting 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 was $1.0 million and $2.4 million during the three and nine months ended September 30, 2024, respectively, and $0.7 million and $1.3 million during the three and nine months ended September 30, 2023, respectively. The number of RSU awards vested during the nine months ended September 30, 2024 totaled 720,514, of which the issuance of 134,064 common shares has been deferred at the election of the participant. The common shares for the deferred RSUs will be released sixty days following the participant's departure from the Company.
The Company issued 455,368 performance-based stock awards during 2023. The performance conditions for the performance-based stock awards from 2023 were probable of being met, therefore $25.2 thousand and $79.2 thousand of performance award stock compensation has been recorded during the three and nine months ended September 30, 2024, respectively. The maximum amount of stock-based compensation expense for the unvested performance-based stock awards, assuming maximum performance, is $9.2 million. Total remaining compensation expense for performance-based stock awards will be recognized over the requisite service periods once the performance-based conditions are deemed to be probable.
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 $10.6 million as of September 30, 2024, and will be amortized on a straight-line basis over an estimated weighted average period of 1.3 years.
As discussed in Note 2, the Company effected a workforce reduction in September 2024. The Board authorized certain changes to the stock-based awards in connection with the workforce reduction plan to allow accelerated vesting of a portion of affected employees’ unvested equity awards. The Company recorded a total workforce reduction charge of $0.6 million. The charge consists of severance and benefits costs, inclusive of cash expenditures for employee separation costs of $0.5 million and non-cash charges of $0.1 million for stock based compensation expense. The cash expenditures and non-cash stock based compensation expense for employee separation costs were recorded in general and administrative and research and development expenses during the three and nine months ended September 30, 2024 on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.
During the three and nine months ended September 30, 2024, stock compensation expense of $1.8 million and $5.9 million, respectively, was recognized in general and administrative expenses, and $0.7 million and $1.8 million, respectively, was recognized in research and development expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income. During the three and nine months ended September 30, 2023, stock compensation expense of $1.7 million and $4.7 million, respectively, was recognized in general and administrative expenses, and $0.7 million and $2.2 million, respectively, was recognized in research and development expenses on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.