Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Equity

(9)Equity

Preferred Stock

In March 2015, the Company entered into subscription agreements with both existing and new investors, or the Purchasers, for the private placement of a total of 391,017,970 restricted American Depositary Shares, or ADSs, each representing one share of Amarin’s Series A Convertible Preference Shares, par value £0.05 per share, in the capital of the Company, or Series A Preference Shares. For each restricted ADS, the Purchasers paid a negotiated price of $0.15 (equating to $1.50 on an as-if-converted-to-ordinary-shares basis), resulting in gross proceeds to the Company of approximately $58.6 million before deducting estimated offering expenses of approximately $0.7 million. At the request of the holders and provided certain conditions were met, each ten Series A Preference Shares were able to be consolidated and redesignated as one ordinary share, par value £0.50 per share, in the capital of the Company, each ordinary share to be represented by ADSs. During the years ended December 31, 2020, 2018, and 2015, the Company issued 28,931,746, 3,886,718, and 6,283,333 ADSs, respectively, upon consolidation and redesignation of Series A Preference Shares at the request of the holders, such that no Series A Preference Shares remained outstanding as of December 31, 2021 and December 31, 2020. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a more complete background.

Common Stock

During the years ended December 31, 2021 and 2020, other than as described elsewhere in this Annual Report on Form 10-K, including in the Notes to Consolidated Financial Statements, the Company did not engage in any transactions involving its common stock. Refer to Preferred Stock above for discussion of the consolidation and redesignation of Series A Preference Shares which resulted in the issuance of ordinary shares. Refer to Incentive Equity Awards below for discussion of ordinary shares issued as a result of stock option exercises and restricted stock unit vestings. Refer to Note 11—Stock Incentive Plans and Stock Based Compensation for discussion of shares issued under the Company’s employee stock purchase plan.

Incentive Equity Awards

The Company issues incentive equity awards, including incentive and non-qualified stock options and restricted stock units, under the Amarin Corporation plc 2020 Stock Incentive Plan, or the 2020 Plan, which is the successor to the Amarin Corporation plc 2011 Stock Incentive Plan, as amended, or the 2011 Plan, and the Amarin Corporation plc 2002 Stock Option Plan, as amended, or the 2002 Plan, and together with the 2020 Plan and 2011 Plan, the Plans. Refer to Note 11—Stock Incentive Plans and Stock Based Compensation for further information regarding the Company’s incentive equity plans and awards.

The following table summarizes the aggregate number of stock options and restricted stock units, or RSUs, outstanding under the 2020 Plan as of December 31, 2021:

	December 31, 2021
Outstanding stock options		18,493,303
% of outstanding shares on a fully diluted basis		4	%
Outstanding RSUs		9,277,176
% of outstanding shares on a fully diluted basis		2	%

The following table represents equity awards activity during the years ended December 31, 2021 and 2020:

	For the Year Ended December 31,
	2021		2020
Common shares issued for stock option exercises		1,203,845		1,623,460
Gross and net proceeds from stock option exercises	$	2,921,000	$	5,158,000
Common shares issued in settlement of vested RSUs		2,133,328		1,267,164
Shares retained for settlement of employee tax obligations ─ RSUs		782,917		461,143
Common shares issued in settlement of vested Performance-Based RSUs (1)		1,923,316		1,240,584
Shares retained for settlement of employee tax obligations ─ Performance-Based RSUs		816,931		514,784

(1)Performance-based RSUs vested in connection with the achievement of certain regulatory and sales performance conditions associated with the REDUCE-IT clinical trial and subsequent revenue growth. These performance-based RSUs have fully vested as of August 2021.

During the years ended December 31, 2021 and 2020, the Company granted a total of 4,535,117 and 2,890,450 stock options, respectively, and 5,497,700 and 1,811,470 RSUs, respectively, to employees under the Plans. The RSUs typically vest annually over a three- or four-year period and the stock options typically vest quarterly over a four-year period. Also during 2021 and 2020, the Company granted a total of 2,008,800 and 1,483,400 RSUs, respectively, to employees under the Plans that vest upon the achievement of specified performance conditions.

In addition, during the years ended December 31, 2021 and 2020, the Company granted a total of 278,271 and 210,764 stock options, respectively, and 218,000 and 164,657 RSUs, respectively, to members of the Company’s Board of Directors under the Plans. The RSUs vest in equal installments over a three-year period upon the earlier of the anniversary of the grant date or the Company’s annual general meeting of shareholders in such anniversary year. The stock options vest in full upon the earlier of the one-year anniversary of the grant date or the Company’s annual general meeting of shareholders in such anniversary year. Upon termination of service to the Company or upon a change of control, each director shall be entitled to a payment equal to the fair market value of one share of Amarin common stock per award vested or granted, respectively, which is required to be made in shares.