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Stock-based Compensation
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation
9.
STOCK-BASED COMPENSATION

Stock Incentive Plan

2020 Plan

On February 27, 2020, the Company adopted the MindMed Stock Option Plan (the “Plan”) to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The Plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement and is authorized to issue 15% of the Company's outstanding Common Shares under the terms of the plan.

The fair value of options issued is estimated using the Black-Scholes-Merton option pricing model on the date of grant with the following assumptions:

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

2022

 

2021

 

2022

 

2021

Share price

 

$1.00 CAD - 1.19

 

$2.73 CAD - 4.46

 

$1.00 CAD - 1.78

 

$2.73 CAD - 4.46

Expected volatility

 

92.73% - 97.92%

 

71.62% - 102.89%

 

92.73% - 97.92%

 

71.62% - 102.89%

Risk-free rate

 

2.71% - 2.78%

 

0.02% - 0.50%

 

1.79% - 2.78%

 

0.02% - 0.50%

Expected life

 

2.5 - 3.6 years

 

0.3 - 3.6 years

 

2.5 - 3.6 years

 

0.3 - 3.6 years

Expected dividend yield

 

0%

 

0%

 

0%

 

0%

 

The following table summarizes the Company’s stock option activity:

 

 

 

Number of Options

 

 

Weighted Average Exercise Price (CAD$)

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Aggregate Intrinsic
Value
(CAD$)

 

Options outstanding – December 31, 2021

 

 

23,093,044

 

 

$

1.86

 

 

 

3.8

 

 

$

13,610,348

 

Issued

 

 

10,382,116

 

 

 

1.43

 

 

 

 

 

 

 

Exercised

 

 

(442,708

)

 

 

0.45

 

 

 

 

 

 

488,177

 

Forfeited

 

 

(666,228

)

 

 

2.49

 

 

 

 

 

 

 

Expired

 

 

(713,669

)

 

 

3.00

 

 

 

 

 

 

 

Options outstanding – June 30, 2022

 

 

31,652,555

 

 

$

1.70

 

 

 

3.9

 

 

$

3,755,347

 

Options vested and exercisable at June 30, 2022

 

 

7,951,967

 

 

$

1.57

 

 

 

3.8

 

 

$

2,093,667

 

 

The weighted average grant date fair value of options granted during the six months ended June 30, 2022 was CAD$0.96. The aggregated fair value of options vested during the six months ended June 30, 2022 was $5.7 million. The expense recognized related to options during the three and six months ended June 30, 2022 was $1.9 million and $4.0 million, respectively.

Restricted Share Units

The Company has adopted a Performance and Restricted Share Unit (“RSU”) Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement. The fair value has been estimated based on the closing price of the stock on the day prior to the grant.

 

 

 

Number of RSUs

 

 

Weighted Average Grant Date Fair Value (CAD$)

 

Balance December 31, 2021

 

 

9,667,217

 

 

$

3.00

 

Granted

 

 

7,812,180

 

 

 

1.44

 

Vested and unissued

 

 

(3,175,731

)

 

 

2.54

 

Cancelled

 

 

(334,599

)

 

 

3.56

 

Balance June 30, 2022

 

 

13,969,067

 

 

$

2.22

 

 

The fair market value of RSUs vested during the six months ended June 30, 2022 was $4.0 million. The expense recognized related to RSUs during the three and six months ended June 30, 2022 was $2.3 million and $3.9 million, respectively.

Directors' Deferred Share Unit Plan

2021 Plan

On April 16, 2021, the Company adopted the MindMed Director's Deferred Share Unit Plan (the "DDSU Plan"). The DDSU Plan sets out a framework to grant non-executive directors DDSU's which are cash settled awards. The DDSU Plan states that the fair market value of one DDSU shall be equal to the volume weighted average trading price of a Common Share on the NEO Exchange for the five business days immediately preceding the date upon which any payment is made to settle the DDSUs. The DDSU's generally vest ratably over twelve months after grant and are settled within 90 days of the date the director ceases service to the Company.

 

 

 

Number of DDSUs

 

Balance December 31, 2021

 

 

456,260

 

Issued

 

 

2,113,667

 

Settled

 

 

 

Cancelled

 

 

(370,491

)

Balance June 30, 2022

 

 

2,199,436

 

 

For the six months ended June 30, 2022, $0.1 million of stock-based compensation expense was recognized relating to the revaluation of the vested DDSUs, recorded in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss. There were 596,550 DDSUs vested as of June 30, 2022. The liability associated with the outstanding vested DDSUs was $0.1 million as of June 30, 2022 and was recorded to accrued expenses in the accompanying condensed consolidated balance sheet.

Stock-based Compensation Expense

Stock-based compensation expense for all equity arrangements for the three and six months ended June 30, 2022 and 2021 was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Research and development

 

$

1,779

 

 

$

2,427

 

 

$

3,784

 

 

$

2,768

 

General and administrative

 

 

2,474

 

 

 

30,561

 

 

 

4,261

 

 

 

31,499

 

Total stock-based compensation expense

 

$

4,253

 

 

$

32,988

 

 

$

8,045

 

 

$

34,267

 

 

As of June 30, 2022, there was approximately $19.9 million of total unrecognized stock-based compensation expense, related to unvested options granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 3 years. As of June 30, 2022, there was approximately $21.7 million of total unrecognized stock-based compensation expense, related to RSUs granted to employees under the Company’s stock option plan that is expected to be recognized over a weighted average period of 3.1 years.