XML 49 R18.htm IDEA: XBRL DOCUMENT
v3.23.1

Stock Based Compensation Plan | 12 Months Ended
--- | ---
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plan | Note 12. Stock-Based Compensation Plan The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. Options granted under the 2021 Plan may be either incentive stock options or nonqualified stock options to purchase common stock. Options granted under the 2021 Plan expire no later than 10 years from the date of grant. Options under the 2021 Plan generally vest over four years. As of December 31, 2022, there were 3.7 million shares of common stock available for issuance under the 2021 Plan. Prior to the Business Combination, Legacy Surrozen maintained the 2015 Stock Plan, or the 2015 Plan, which provided for the granting of options to purchase shares of common stock to officers, employees, directors, consultants and key persons who provide services to the Company. Options under the 2015 Plan have a term of 10 years and generally vested over a four-year period with one-year cliff vesting. In conjunction with the Business Combination, options and the corresponding exercise price under the 2015 Plan were converted into the awards under the 2021 Equity Incentive Plan based on the Exchange Ratio. Each converted option is subject to the same terms and conditions as were applicable to the corresponding options under the 2015 Plan. The Company adopted the 2021 Employee Stock Purchase Plan, or the ESPP, in August 2021. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. An offering period under the ESPP consists of four six-month purchase periods, unless otherwise determined by the Company. The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day. As of December 31, 2022, there were 0.6 million shares of common stock available for issuance under the ESPP. During the year ended December 31, 2022, 0.3 million shares were issued under the ESPP. Option Exchange In October 2022, the Company’s Compensation Committee authorized and approved a stock option exchange whereby certain outstanding stock options held by 59 employees were exchanged for stock options on a one-for-one basis with an exercise price at the current market price on the date of the exchange. As a result of this exchange, 1.3 million outstanding stock options, with a weighted average exercise price of $8.81 per share, were exchanged for 1.3 million new stock options under the 2021 Plan with an exercise price of $2.16 per share. The vesting terms and expiration dates of the new stock options remain unchanged from the original stock options. The option exchange was treated as an option modification for accounting purposes and resulted in the incremental expense of $0.7 million. $0.3 million of the total incremental expense associated with the vested options was recognized on the modification date. The remaining $0.4 million associated with the unvested options as of the modification date will be recognized over the remainder of the original requisite service period. Stock Options A summary of option activity is set forth below (shares in thousands):
|  | Options Outstanding |
|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Average Remaining Contractual Life (In years) |  |  | Aggregate Intrinsic Value (In thousands) |
Outstanding – December 31, 2021 |  |  | 1,794 |  |  | $ | 6.31 |  |  |  | 8.43 |  |  |  |  |
Granted |  |  | 2,198 |  |  |  | 3.26 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (79 | ) |  |  | 6.13 |  |  |  |  |  |  |  |  |
Expired |  |  | (17 | ) |  |  | 6.77 |  |  |  |  |  |  |  |  |
Outstanding – December 31, 2022 |  |  | 3,896 |  |  |  | 2.43 |  |  |  | 8.44 |  |  | $ | — |
Exercisable – December 31, 2022 |  |  | 1,430 |  |  |  | 1.94 |  |  |  | 7.48 |  |  |  | — |
The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest is the difference between the exercise price of the options and the fair value of the Company’s common stock at December 31, 2022. The intrinsic value of options exercised during the year ended December 31, 2021 was $1.2 million. No options were exercised during the year ended December 31, 2022. During the years ended December 31, 2022 and 2021, the Company granted options with a weighted-average grant-date fair value of $2.28 per share and $6.36 per share, respectively. Restricted Stock Awards The following table summarizes the Company’s RSA activity (shares in thousands):
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
RSAs, unvested at December 31, 2021 |  |  | 161 |  |  | $ | 9.39 |
Vested |  |  | (56 | ) |  |  | 8.72 |
RSAs, unvested at December 31, 2022 |  |  | 105 |  |  |  | 9.74 |
The fair value of RSAs vested during the years ended December 31, 2022 and 2021 was $0.2 million and $0.6 million, respectively. Fair Value of Options The fair value of options is estimated at the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:
|  | Year Ended December 31, |
|  | 2022 |  |  | 2021 |
Expected term (in years) |  |  | 6.00 |  |  |  | 6.01 |
Expected volatility |  |  | 81.07 | % |  |  | 71.23 | %
Risk-free rate |  |  | 2.03 | % |  |  | 0.89 | %
Dividend yield |  |  | — |  |  |  | — |
Stock-Based Compensation Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands):
|  | Year Ended December 31, |
|  | 2022 |  |  | 2021 |
Research and development |  | $ | 1,612 |  |  | $ | 736 |
General and administrative |  |  | 2,905 |  |  |  | 1,580 |
Total stock-based compensation expense |  | $ | 4,517 |  |  | $ | 2,316 |
As of December 31, 2022, there was approximately $9.9 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 2.5 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration