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STOCK-BASED COMPENSATION | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, non-employees, and certain employees of Cellectis, the Company's largest shareholder and former parent company prior to the completion of the Merger Transactions. In December 2014, Legacy Calyxt adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the Calyxt, Inc. 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units (RSUs), performance stock units (PSUs), and other types of equity awards. As part of the Merger Transactions, the name of the 2017 Plan was amended to reflect the name change of the Company. As of September 30, 2024, 1,960,427 shares were available for grant in the form of stock options, restricted stock, RSUs, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan. No further awards are available for grant or will be granted under the 2014 Plan. Stock Options The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
|  | Nine Months Ended September 30,
|  | 2024 |  | 2023
Estimated fair values of stock options granted |  | $ | 11.59 |  |  | $ | — |
Assumptions: |  |  |  |
Risk-free interest rate |  | 4.5 | % |  | — | %
Expected volatility |  | 99.8% - 102.5% |  | — | %
Expected term (in years) |  | 5.0 - 5.5 |  | — |
Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to six years following the grant date. Options generally expire 10 years after the date of grant. Information on stock option activity is as follows:
|  | Options Exercisable |  | Weighted Average Exercise Price Per Share |  | Options Outstanding |  | Weighted Average Exercise Price Per Share
Balance as of December 31, 2023 |  | 108,781 |  | $ | 365.07 |  |  | 109,521 |  | $ | 367.35 |
Granted |  | — |  | — |  |  | 41,396 |  | 14.82 |
Vested |  | 18,726 |  | 31.59 |  |  | — |  | — |
Exercised |  | — |  | — |  |  | — |  | — |
Forfeited |  | — |  | — |  |  | (18) |  | 227.00 |
Balance as of September 30, 2024 |  | 127,507 |  | $ | 316.09 |  |  | 150,899 |  | $ | 270.66 |
Stock-based compensation expense related to stock option awards is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation expense |  | $ | 78 |  |  | $ | 40 |  |  | $ | 346 |  |  | $ | 1,835 |
As of September 30, 2024, options outstanding had no aggregate intrinsic value and a weighted average remaining contractual term of 4.6 years. As of September 30, 2024, options exercisable had no aggregate intrinsic value and a weighted average remaining contractual term of 3.7 years. As of September 30, 2024, unrecognized compensation expense related to non-vested stock options was $0.2 million which has a weighted average remaining recognition period of 0.6 years. Restricted Stock Awards The Company granted awards of Class A Restricted Stock (RSAs), in connection with the Merger Transactions, to Cibus Global members who held unvested restricted profits interest units. The RSAs will continue to vest following their original vesting schedules over the remaining life of the awards which is generally 2 months to four years after the date of grant. Information on Class A restricted stock award activity is as follows:
| Restricted Stock Awards |  | Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2023 | 640,060 |  | $ | 31.50 |
Granted | — |  | — |
Vested | (245,172) |  | 31.50 |
Forfeited | (2,791) |  | 31.50 |
Unvested balance as of September 30, 2024 | 392,097 |  | $ | 31.50 |
The total fair value of RSAs that vested is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Fair value of shares vested |  | $ | 511 |  |  | $ | 964 |  |  | $ | 3,230 |  |  | $ | 1,145 |
There were no RSAs granted during the nine months ended September 30, 2024. The weighted average grant date fair value of RSAs granted during the nine months ended September 30, 2023, was $31.50. Stock-based compensation expense related to RSAs is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation expense |  | $ | 2,418 |  |  | $ | 5,631 |  |  | $ | 7,274 |  |  | $ | 7,555 |
As of September 30, 2024, unrecognized compensation expense related to RSAs was $12.3 million which has a weighted average remaining recognition period of 1.8 years. Restricted Stock Units The Company grants RSUs which generally vest over three to five years after the date of grant. Upon vesting, the RSUs are settled as shares of Class A Common Stock. Information on restricted stock unit activity is as follows:
| Restricted Stock Units |  | Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2023 | 147,222 |  | $ | 18.21 |
Granted | 65,019 |  | 18.60 |
Vested | (36,476) |  | 18.46 |
Forfeited | (60,224) |  | 18.15 |
Unvested balance as of September 30, 2024 | 115,541 |  | $ | 18.38 |
The total fair value of RSUs that vested is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Fair value of shares vested |  | $ | — |  |  | $ | 92 |  |  | $ | 629 |  |  | $ | 2,126 |
The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2024, was $18.60. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2023, was $19.02. Stock-based compensation expense related to RSUs is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation expense |  | $ | 191 |  |  | $ | 157 |  |  | $ | 410 |  |  | $ | 2,550 |
As of September 30, 2024, unrecognized compensation expense related to RSUs was $1.9 million which has a weighted average remaining recognition period of 3.0 years. Performance Stock Units From time-to-time, the Company issues PSUs to certain individuals in management in order to align their objectives with stockholders of the Company. Depending upon the type of PSU award, the Company uses a Monte Carlo simulation pricing model when estimating the fair value of these awards. The total fair value of PSUs that vested is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Fair value of shares vested |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 1,005 |
There were no PSUs granted during the nine months ended September 30, 2024. The weighted average grant date fair value of PSUs granted during the nine months ended September 30, 2023, was $25.65. Stock-based compensation expense related to PSUs is as follows:
|  | Three Months Ended September 30, |  | Nine Months Ended September 30,
In Thousands |  | 2024 |  | 2023 |  | 2024 |  | 2023
Stock-based compensation benefit |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | (270) |
As of September 30, 2024, there is no unrecognized compensation expense related to PSUs.

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