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Stock Incentive Plans | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock Incentive Plans | Stock Incentive Plans The Company maintained the 2008 Stock Incentive Plan, or the 2008 Plan, for employees, consultants, advisors, and directors. The 2008 Plan provided for the granting of incentive and non-qualified stock option and restricted stock awards as determined by the Board of Directors. In connection with the Merger, all outstanding awards issued under the 2008 Plan were cancelled, and the Board of Directors formally terminated the 2008 Plan. In June 2016, the Company’s stockholders approved the 2016 Incentive Award Plan, or the 2016 Plan, which authorized 40,341 shares of common stock for future issuance under the 2016 Plan and the Company ceased granting awards under the 2008 Plan. Upon the effective date of the 2016 Plan, awards issued under the 2008 Plan remained subject to the terms of the 2008 Plan. Awards granted under the 2008 Plan that expired, lapsed or terminated became available under the 2016 Plan as shares available for future grants. Additionally, pursuant to the terms of the 2016 Plan, the Board of Directors is authorized to grant awards with respect to common stock, and may delegate to a committee of one or more members of the Board of Directors or executive officers of the Company the authority to grant options and restricted stock units. On December 9, 2020, the Board of Directors established a Stock Option Committee authorized to grant awards to certain employees and consultants subject to conditions and limitations within the 2016 Plan. In January 2024 and 2023, the number of shares of common stock that may be issued under the 2016 Plan was increased by 215,903 and 204,056 shares, respectively. In June 2024, the Company’s stockholders approved an amendment and restatement of the 2016 Plan to reserve an additional 3,466,544 shares of the Company’s common stock for issuance. As of December 31, 2024, 3,520,174 shares remain available for future issuance under the 2016 Plan. In September 2018, the Company’s 2018 Employment Inducement Incentive Award Plan, or the 2018 Inducement Incentive Award Plan was adopted by the Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules, which authorized 39,166 shares of its common stock for issuance. In March 2019, the Board of Directors approved an amendment and restatement of the 2018 Inducement Incentive Award Plan to reserve an additional 66,667 shares of the Company’s common stock for issuance thereunder. In December 2023, the Board of Directors approved an amendment and restatement of the 2018 Inducement Incentive Award Plan to reserve an additional 60,833 shares of the Company’s common stock for issuance thereunder. In June and December 2024, the Board of Directors approved amendments and restatements of the 2018 Inducement Incentive Award Plan to reserve an additional 360,000 and 450,000 shares, respectively, of the Company’s common stock for issuance thereunder. As of December 31, 2024, there are 611,960 shares available for future grant under the 2018 Inducement Incentive Award Plan. In accordance with the Merger Agreement, the Company assumed Old Cartesian’s 2016 Stock Incentive Plan, or the Old Cartesian Plan. The Old Cartesian Plan permits the granting of options or restricted stock to employees, officers, directors, consultants and advisors to the Company. The unvested common stock options and Series A Preferred Stock options assumed by the Company in connection with the Merger generally vest over a four-year period. Additionally, the stock options granted have a contractual term of ten years and only full shares can be exercised as per the individual award agreements. As of December 31, 2024, there are 27,270 shares available for future grant under the Old Cartesian Plan. In connection with the Merger, the outstanding stock options to purchase Old Cartesian common stock were converted into stock options to purchase 776,865 shares of common stock and 14,112.299 shares of Series A Preferred Stock of the Company. These replacement awards were revalued at their acquisition-date fair value and then attributed to pre and post-combination service. This resulted in $2.6 million attributed to post-combination service to be recognized as stock-based compensation expense over the remaining terms of the replacement awards, of which $1.3 million and $0.2 million was recognized as research and development expense in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2024 and 2023, respectively. Following the Automatic Conversion, the options exercisable for shares of Series A Preferred Stock became exercisable for shares of common stock. Settlement of Equity Compensation Awards Upon consummation of the First Merger, the equity compensation awards of the Company outstanding as of the date of the Merger were settled as follows: (i) each unvested option to acquire shares of common stock and each unvested restricted stock unit award with respect to shares of common stock was accelerated and vested in full at the effective time of the First Merger; (ii) each option to acquire shares of common stock was canceled and in exchange therefore, former holders became entitled to receive an amount in cash equal to the product of (A) the total number of shares of common stock subject to the unexercised portion the stock option (determined after giving effect to the accelerated vesting) multiplied by (B) the excess, if any, of $61.80, or the Cash-out Amount, over the applicable exercise price per share of common stock under such stock option; and (iii) each restricted stock unit award with respect to shares of common stock was cancelled and the former holder of such canceled restricted stock unit became entitled, in exchange therefor, to receive an amount in cash equal to the product of (A) the total number of shares of common stock deliverable under such restricted stock unit (determined after giving effect to the accelerated vesting) multiplied by (B) the Cash-out Amount. Stock options with an exercise price in excess of the Cash-out Amount received no cash payment. The modification to accelerate the vesting of all awards upon the Merger resulted in full recognition of unrecognized compensation of $13.1 million, of which $5.9 million and $7.2 million was classified as research and development expense and general and administrative expense, respectively, in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023. In addition, with the exception of any options with an exercise price greater than $61.80 per share, all awards were settled in cash for an amount equal to $61.80 less any exercise price associated with the awards. The total cash payment made to the holders of stock options and restricted stock units was $9.4 million. The fair value of the awards prior to the settlement was recorded to additional paid-in capital in an amount of $6.2 million and the amount in excess of fair value was recognized as additional stock-based compensation expense in an amount of $3.2 million, of which $1.5 million and $1.7 million was classified as research and development expense and general and administrative expense, respectively, in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023. Stock-Based Compensation Expense Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss, including $1.5 million recognized as stock-based compensation expense upon the achievement of a technical milestone by Ginkgo Bioworks Holdings, Inc., or Ginkgo, during the year ended December 31, 2023 as described in Note 16, was as follows (in thousands):
|  |  |  | Year Ended December 31,
|  |  |  |  |  |  |  | 2024 |  | 2023 |  |
Research and development |  |  |  |  |  |  |  | $ | 3,217 |  |  | $ | 12,985 |  |  |
General and administrative |  |  |  |  |  |  |  | 3,365 |  |  | 12,793 |  |  |
Total stock-based compensation expense |  |  |  |  |  |  |  | $ | 6,582 |  |  | $ | 25,778 |  |  |
Stock Options The fair value of the stock options assumed in connection with the Merger was calculated using a Black-Scholes option pricing model based on the following weighted-average assumptions:
| Common Stock |  | Series A Preferred Stock
Risk-free interest rate | 4.83 | % |  | 4.92 | %
Dividend yield | — |  |  | — |
Expected term | 3.59 |  | 3.29
Expected volatility | 83.77 | % |  | 83.87 | %
Weighted-average fair value of common stock or Series A Preferred Stock, as applicable | $ | 12.00 |  |  | $ | 403.47 |
The estimated grant date fair values of stock option awards granted under the 2016 Plan and the 2018 Inducement Incentive Award Plan were calculated using the Black-Scholes option pricing model based on the following weighted-average assumptions:
|  |  |  |  | Year Ended December 31,
|  |  |  |  |  |  |  |  | 2024 |  | 2023 |  |
Risk-free interest rate |  |  |  |  |  |  |  |  | 4.02 | % |  | 3.95 | % |  |
Dividend yield |  |  |  |  |  |  |  |  | — |  |  | — |  |  |
Expected term |  |  |  |  |  |  |  |  | 6.21 |  | 5.94 |  |
Expected volatility |  |  |  |  |  |  |  |  | 95.21 | % |  | 94.64 | % |  |
Weighted-average fair value of common stock |  |  |  |  |  |  |  |  | $ | 19.63 |  |  | $ | 34.54 |  |  |
The expected term of the Company’s stock options granted has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Under the simplified method, the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data and the plain nature of its stock-based awards. Expected volatilities are based on the Company’s historical volatility. The weighted average grant date fair value of stock options granted during the years ended December 31, 2024 and 2023 was $15.63 and $26.90, respectively. The total intrinsic value of stock options exercised during the year ended December 31, 2024 was $7.0 million. No stock options were exercised during the year ended December 31, 2023. As of December 31, 2024, total unrecognized compensation expense related to unvested common stock options was $10.3 million, which is expected to be recognized over a weighted average period of 2.9 years. The following table summarizes the stock option activity under the 2016 Plan, the 2018 Inducement Incentive Award Plan, and the Old Cartesian Plan for options for common stock:
|  |  |  |  | Weighted-average |  |
| Number of |  |  |  | remaining |  | Aggregate
| common stock |  | Weighted-average |  | contractual term |  | intrinsic value
| options |  | exercise price ($) |  | (in years) |  | (in thousands)
Outstanding at December 31, 2023 | 776,865 |  |  | $ | 2.97 |  |  | 6.50 |  | $ | 13,760 |
Granted | 1,000,092 |  |  | $ | 19.63 |  |  |  |  |
Converted from options for Series A Preferred Stock | 470,403 |  |  | $ | 2.40 |  |  |  |  |
Exercised | (458,544) |  |  | $ | 2.57 |  |  |  |  |
Forfeited | (82,781) |  |  | $ | 17.28 |  |  |  |  |
Outstanding at December 31, 2024 | 1,706,035 |  |  | $ | 11.99 |  |  | 7.59 |  | $ | 12,025 |
Vested at December 31, 2024 | 656,258 |  |  | $ | 3.22 |  |  | 5.36 |  | $ | 9,674 |
Vested and expected to vest at December 31, 2024 | 1,564,044 |  |  | $ | 11.31 |  |  | 7.44 |  | $ | 11,961 |
The following table summarizes the stock option activity under the Old Cartesian Plan for options for Series A Preferred Stock:
| Number of |  |  |  | Weighted-average |  |
| Series A |  |  |  | remaining |  | Aggregate
| Preferred Stock |  | Weighted-average |  | contractual term |  | intrinsic value
| options |  | exercise price ($) |  | (in years) |  | (in thousands)
Outstanding at December 31, 2023 | 14,112.299 |  |  | $ | 79.94 |  |  | 5.91 |  | $ | 8,601 |
Converted to options for common stock | (14,112.299) |  |  | $ | 79.94 |  |  |  |  |
Outstanding at December 31, 2024 | — |  |  | $ | — |  |  |  |  |
As a result of the approval of the Conversion Proposal on March 27, 2024, all conditions that could have required cash redemption of the Series A Preferred Stock underlying the stock options were removed. Since the Series A Preferred Stock was no longer redeemable, the associated balances of the stock options to purchase Series A Preferred Stock were reclassified to additional paid-in capital during the first quarter of 2024. Following the Automatic Conversion, all options to purchase Series A Preferred Stock were converted into options to purchase common stock with adjustments to the underlying number of shares of common stock determined by multiplying the number of shares of Series A Preferred Stock by 33.333 and rounding down to the nearest whole number of shares and the per-share exercise price by dividing the per-share exercise price of Series A Preferred Stock by 33.333 and rounding the resulting exercise price up to the nearest whole cent. Restricted Stock Units During the year ended December 31, 2024, the Company granted 477,037 restricted stock unit awards with a weighted average fair value of $19.86 per share based on the closing price of the Company’s common stock on the date of grant under the 2016 Plan and the Old Cartesian Plan, which generally vest over a four-year term. Forfeitures are estimated at the time of grant and are adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated a forfeiture rate of 10% for restricted stock unit awards based on historical experience. No restricted stock unit awards vested during the year ended December 31, 2024. The aggregate fair value of restricted stock unit awards that vested during the year ended December 31, 2023 was $0.7 million. Unrecognized compensation expense related to the restricted stock unit awards was $5.4 million as of December 31, 2024, which is expected to be recognized over a weighted-average period of 2.9 years. The following table summarizes the Company’s restricted stock units under the 2016 Plan and the Old Cartesian Plan:
| Number of shares |  | Weighted average grant date fair value ($)
Unvested at December 31, 2023 | — |  |  | $ | — |
Granted | 477,037 |  |  | 19.86 |
Forfeited | (32,799) |  |  | 19.80 |
Unvested at December 31, 2024 | 444,238 |  |  | $ | 19.86 |

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