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Stock-Based Compensation
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation
14.
Stock-based Compensation

Prior to the Company’s IPO, the Company’s Board of Directors adopted, and the stockholders approved the Company’s 2021 Equity Incentive Plan (2021 Plan). The 2021 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to Company employees and parent and subsidiary corporations’ employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards (RSAs), restricted stock units (RSUs), and performance awards to employees, directors, and consultants and parent and subsidiary corporations’ employees and consultants.

On January 26, 2022, in accordance with the 2021 Plan's adjustment provisions, the Company increased the share reserve by 2,627,710 shares, as registered on Form S-8 and filed with the SEC on January 26, 2022. As of March 31, 2022, there were 3,577,220 shares available for issuance under the 2021 Plan.

Stock Options

During the three months ended March 31, 2022 and 2021, there were no grants of stock options.

The following table summarizes stock option activity for the three months ended March 31, 2022:

 

 

 

Options Outstanding

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted Average Remaining Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value
(1)

 

Outstanding as of January 1, 2022

 

 

9,699,656

 

 

$

5.28

 

 

 

6.22

 

 

$

12.3

 

Granted

 

 

 

 

 

-

 

 

 

 

 

 

 

Exercised

 

 

(174,600

)

 

 

1.28

 

 

 

 

 

 

 

Cancelled/forfeited

 

 

 

 

 

-

 

 

 

 

 

 

 

Outstanding as of March 31, 2022

 

 

9,525,056

 

 

 

5.35

 

 

 

5.83

 

 

$

12.5

 

Vested and expected to vest after March 31, 2022

 

 

9,525,056

 

 

$

5.35

 

 

 

5.83

 

 

$

12.5

 

Exercisable, March 31, 2022

 

 

5,516,941

 

 

$

4.38

 

 

 

5.34

 

 

$

10.9

 

 

(1)
Aggregate intrinsic value represents the difference between the closing fair value of the underlying common stock and the exercise price of outstanding, in-the-money options on the date of measurement.

The following information summarizes additional information on stock options outstanding as of March 31, 2022:

 

 

 

Three Months Ended March 31,

 

 

2022

 

 

2021

Weighted-average grant date fair value of stock options granted (1)

 

N/A

 

 

N/A

Grant date fair value of stock options vested

 

N/A

 

 

N/A

Intrinsic value of stock options exercised (2)

 

$

849,327

 

 

N/A

 

(1)
During the three months ended March 31, 2022 and 2021, there were no options granted by the Company. During the three months ended March 31, 2021 and in connection with the Onegevity merger, the Company issued 1,959,335 options in exchange for outstanding stock options of Onegevity. As a result of the stock option exchange being determined to be materially a “like-for-like” transaction, there was no incremental stock compensation expense recorded by the Company. The Company compared the fair value of the stock options immediately before and after the exchange and determined that the exchange did not result in incremental compensation expense. These stock options issued in connection with the Onegevity merger have been excluded from the information presented for the three months ended March 31, 2021.
(2)
Shares of the Company’s common stock, traded under the symbol “THRN,” have been publicly traded since September 23, 2021, when the Company’s common stock was listed and began trading on the Nasdaq Global Select Market (the “Nasdaq”). No market for the Company’s stock existed prior to September 23, 2021. There were no stock option exercises prior to the IPO date during the three months ended March 31, 2021.

During the three months ended March 31, 2022, and 2021, the Company recorded stock-based compensation expense related to stock options of $238 thousand and $511 thousand, respectively. As of March 31, 2022, the unrecognized stock-based compensation expense related to outstanding stock options was approximately $476 thousand and is expected to be recognized as expense over approximately six months.

Restricted Stock Units

During the three months ended March 31, 2022 and 2021, there were no grants of RSUs.

The following table summarizes all RSU activity for the three months ended March 31, 2022:

 

 

 

Number
of Shares

 

 

Weighted-
Average
Grant-Date
Fair Value

 

Outstanding as of January 1, 2022

 

 

3,406,760

 

 

$

9.82

 

Granted

 

 

 

 

 

 

Released

 

 

 

 

 

 

Cancelled/forfeited

 

 

(5,000

)

 

 

8.40

 

Outstanding as of March 31, 2022

 

 

3,401,760

 

 

$

9.82

 

Vested and expected to vest after March 31, 2022

 

 

3,401,760

 

 

$

9.82

 

During the three months ended March 31, 2022, the Company recorded stock-based compensation expense related to RSUs of $1.8 million. There was no compensation expense related to RSUs recorded during the three months ended March 31, 2021. As of December 31, 2021, the unrecognized stock-based compensation expense related to outstanding RSUs was approximately $29.9 million and is expected to be recognized as expense over approximately 3.6 years.

 

The following table summarizes additional information related to RSUs for the periods presented:

 

 

 

Three Months Ended March 31,

 

 

2022

 

2021

Weighted-average grant date fair value of RSUs granted (1)

 

N/A

 

N/A

Grant date fair value of RSUs vested (1)(2)

 

N/A

 

N/A

Intrinsic value of RSUs released (1)(3)

 

N/A

 

N/A

 

(1)
During the three months ended March 31, 2021 and in connection with the Onegevity merger, the Company issued 472,590 RSUs in exchange for outstanding profits interest units held by employees of Onegevity. As a result of the RSU exchange being determined to be materially a “like-for-like” transaction, there was no incremental stock compensation expense recorded by the Company. The Company compared the fair value of the RSUs immediately before and after the exchange and determined that the exchange did not result in incremental compensation expense. These RSUs issued in connection with the Onegevity merger have been excluded from the information presented for the three months ended March 31, 2021.
(2)
During the three months ended March 31, 2022 and 2021, there were no RSUs that vested.
(3)
During the three months ended March 31, 2022 and 2021, there were no RSUs that were released.